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HomeMy Public PortalAbout18-9463 Contract w/Dell Marketing LP and for 16 Dell Laptops, 14 Rugged 5414 Laptops, 10 Latitude Laptops, 7480 Laptops Sponsored by: City Manager RESOLUTION NO. 18-9463 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO PIGGYBACK ON A STATE OF FLORIDA CONTRACT WITH DELL MARKETING, LP AND ENTER INTO A CONTRACT FOR 16 DELL LATITUDE LAPTOPS, 14 RUGGED 5414 LAPTOPS, 10 LATITUDE 7480 LAPTOPS, AND 5 OPTIPLEX 5050 LAPTOPS WITH VEHICLE MOUNTS AND ALL CORRESPONDING ACCESSORIES FOR THE POLICE DEPARTMENT IN THE AMOUNT NOT TO EXCEED SEVENTY-ONE THOUSAND DOLLARS ($71,000.00), IN A FORM THAT IS ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the State of Florida piggybacked on a Dell Marketing, LP contract with the State of Minnesota for computer equipment; and WHEREAS, the State of Florida entered into Contract No. 43211500-WSCA-15-ACS with Dell Marketing, LP, expiring March 31, 2020, for computer equipment attached hereto as Exhibit "A"; and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback on State of Florida's Contract with Dell Marketing, LP so it can benefit from already negotiated rates and enter into an agreement for computer equipment. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission of the City of Opa-Locka hereby authorizes the City Manager to piggyback on a State of Florida Contract with Dell Marketing, LP and enter into a contract for 16 Dell Latitude Laptops, 14 rugged 5414 laptops, 10 Latitude 7480 Resolution No. 18-9463 laptops, and 5 Optiplex 5050 laptops with vehicle mounts and all corresponding accessories for the police department in the amount not to exceed seventy-one thousand dollars ($71,000.00), in a form that is acceptable to the City Attorney. SECTION 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re-lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected copy of same with the City Clerk. Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption and is subject to the approval of the Governor or his designee. PASSED AND ADOPTED this 15th day of February, 2018. i f yra L. Taylor ayor Attest to: Approved as to form and legal sufficiency: Jet.nna Flores : '!i LAW GROUP, LLC Of y Clerk City Attorney Moved by: Commissioner Riley Seconded by: Commissioner Holmes Commissioner Vote: 4-0 Commissioner Holmes: YES Commissioner Riley: YES Commissioner Pigatt: YES Vice Mayor Kelley: YES Mayor Taylor: NOT PRESENT 4TwL City of Opa-Locka Agenda Cover Memo Department Nelson Rodriguez Department Director: Director Si ature: Budget Ernesto Reyes Budget Administrator: Administrator/ACM Signature: Finance Director: Bryan Hamilton FD Signature: Department 4\4 ( Asst City Manager: William Green ACM Signature: City Manager: Ed Brown CM Signature: �+ Commission 02.14.18 Item Type: Meeting Date: X (EnterXin box) Fiscal Impact: Ordinance Reading: •a:•..,,.� ...�. � rte:.�_ (EnterXin box) (EnterXin box) x Public Hearing: (EnterXin box) X X (Enter Fund& Advertising Requirement: x . Dept) (EnterXin box) X Ex: General Funding Source: Fund Computer Account#: Hardware (Police) 36-521646 Contract/P.O. RFP/RFQ/Bid#: Required: (EnterXin box) Strategic Plan Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list Related X Enhance Organizational 0 the specific objective/strategy this item will (EnterXin box) Bus.&Economic Dev address) Public Safety p Quality of Education 0 Qual.of Life&City Image ll Communication D __ Sponsor Name City Manager Department: Police/IT APPROVAL OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO PURCHASE 16 DELL LATITUDE 14 RUGGED 5414 LAPTOPS, 10 LATITUDE 7480, AND 5 OPTIPLEX 5050 WITH VEHICLE MOUNTS AND ALL CORRESPONDING ACCESORIES FOR THE POLICE DEPARTMENT IN THE AMOUNT NOT TO EXCEED SEVENTY-ONE THOUSAND DOLLARS ($71,000.00) (A BUDGETED ITEM) PAYABLE FROM ACCOUNT#36- 521646. sisurnarr The Information Technology Department completed a deployment of 25 rugged laptops purchased last year for all patrol officers. The proposed machines will replace all out dated equipment for officers and civilian staff. All machines include five years of full warranty along with all necessary vehicle mounting equipment. The pricing obtained for these machines is derived from a piggyback of the Dell State of Florida Contract 43211500-WSCA-15-ACS. Staff recommends approving the resolution which will allow to equip all remaining staff with functioning machines which are necessary daily job functions. If approved, the IT Department will program the machines following FDLE compliance and issue them to the users. Dell Quote Budget Line Item Sales rep:Jaime Porras I 3000021104496.1 A quote for your consideration! Total: $70,042.11 DOLL Based on your business needs, we put the following quote together to help with your purchase decision. Please review your quote details below, then contact your sales rep when you're ready to place your order. Quote number: Quote date: Quote expiration: Deal ID: 3000021104496.1 Jan. 8, 2018 Feb. 7, 2018 11988257 Company name: Customer number: Phone: CITY OF OPA-LOCKA 1579693 (305)953-2825 Sales rep information: Billing Information: Jaime Porras CITY OF OPA-LOCKA Jaime_Porras®Dell.com FINANCE DEPT (800)456-3355 215 PERVIZ AVE Ext: 7231063 OPA LOCKA FL 33054-3387 US (305)953-2825 Pricing Summary Item Qty Unit Price Subtotal Latitude 14 Rugged 5414 16 $2,287.54 $36,600.64 Havis DS-DA-412 - Laptop screen stiffener 16 $44.87 $717.92 EPP,WRNTY,5YR,DELL,SP 16 $102.13 $1,634.08 Havis DS-DELL-405 Basic Dock with Electronics for Latitude 16 $380.69 $6,091.04 Rugged and Rugged Extreme Notebooks Havis LPS-137- power adapter- 90-watt 16 $137.69 $2,203.04 Dell Business Dock- WD15 with 130W adapter 10 $127.99 $1,279.90 Dell Professional Briefcase 14 10 $34.97 $349.70 Dell 24 Monitor- P2417H 15 $169.67 $2,545.05 Dell Latitude 7480 10 $1,452.00 $14,520.00 Dell Wireless Keyboard and Mouse- KM636 (black) 11 $31.79 $349.69 Optiptex 5050 SFF 5 $698.21 $3,491.05 Dell Latitude Rugged Display Port Desk Dock 1 $260.00 $260.00 Page 1 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock DC 78682. Sales rep:Jaime Porras 1 3000021104496.1 Subtotal: $70,042.11 Shipping: $0.00 Environmental Fees: $0.00 Non-Taxable Amount: $70,042.11 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $70,042.11 Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for details. Page 2 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras I 3000021104496.1 Dear Customer, Your Quote is detailed below; please review the quote for product and information accuracy. If you find errors or desire certain changes please contact me as soon as possible. Regards, Jaime Porras Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Shipping Group 1 Shipping Contact: Shipping phone: Shipping via: Shipping Address: NELSON RODRIGUEZ (305) 953-2825 Standard Ground 780 FISHERMAN ST 4TH FL IT DEPT OPA LOCKA FL 33054-3806 US SKU Description Qty Unit Price Subtotal Latitude 14 Rugged 5414 16 $2,287.54 $36,600.64 Estimated delivery date:Jan. 26,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 210-AJRP Latitude 5414, XCTO 16 - - 338-BJ10 Intel Core i5-63000 Processor, Security, (Dual Core, 3M 16 - - Cache, 2.40 GHz) 619-AHCR Windows 10 Pro (64bit) English 16 - - 658-BCSB Microsoft(R)Office 30 Days Trial 16 - - 631-AAZE No Out-of-Band Systems Management 16 - - 370-ACDD 8GB (1x8GB) 2133MHz DDR4 Memory 16 - - 400-ANBI 256GB Solid State Drive 16 - 340 AJPV TPM Enabled 16 - - 490-BDCP Intel Integrated HD Graphics 520 16 - - 391-BCRV 14.0" FHD(1920 x 1080 ) Outdoor-readable, Touch, with 16 - - Camera with Privacy Shutter and Microphone 580-ABYR Sealed Internal RGB Backlit English Keyboard 16 - - 570-AADK No Mouse 16 - - Page 3 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep.Jaime Porras 1 3000021104496.1 555-BCZH Intel Dual-Band Wireless-AC 8260 Driver 16 - - 555-BCMT Intel Dual Band Wireless 8260 (802.11ac) W/ Bluetooth 16 - - 556-BBQP DW5808E Gobi5000 4G/LTE Wireless WAN Card for Sprint 16 - - (Windows 10) 451-BBWF 6-cell (65Wh) Lithium Ion Battery With ExpressCharge 16 - - 492-BBEM 65W AC Adapter, 3-pin 16 - - 817-BBBB No FGA 16 - - 450-AAEJ US Power Cord 16 - - 325-BBZJ Optical Drive Airbay 16 - - 340-AGIK Safety/Environment and Regulatory Guide (English/French 16 - - Multi-language) 340-BICE Quick Setup Guide (English) 16 - - 332-1286 US Order 16 - - 387-BBFE Energy Star 16 - - 389-BDCE No UPC Label 16 - 620 AAOH No Media 16 - - 340-ACQQ No Option Included 16 - 340 AFRW ODM Info 16 - - 340-BIRL Shipping Material for Latitude 14 Rugged (5414) 16 - - 575-BBCH No Stand included 16 - - 389-BKKW Regulatory label 16 - - 389-BJTJ Intel Core i5 Processor Label 16 - - 800-BBGF BTO Standard shipment Air 16 - - 340-ADFZ Dell Power Manager 16 - - 422-0007 Dell Data Protection Security Tools Digital Delivery/NB 16 - 525 BBCL SupportAssist 16 - - 640-BBLW Dell(TM) Digital Delivery Cirrus Client 16 - 640 BBQK System Driver, Dell Rugged Latitude 5414 16 - - 658-BBMR Dell Client System Update (Updates latest Dell 16 - - Recommended BIOS, Drivers, Firmware and Apps) Page 4 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras 1 3000021104496.1 658-BBNF Waves Maxx Audio Royalty 16 - - 658-BCUV Dell Developed Recovery Environment 16 - - 460-BBEX No Carrying Case 16 - - 540-BBLW No PCMCIA Card or ExpressCard Reader 16 - - 590-TEVW Docking connector for Rugged Docking Station only 16 - - 429-AAGQ PowerDVD Software not included 16 - 590-TEVT No Additional Ports 16 - - 658 BONY Dedicated u-blox NEO M8Q 0 01 GPS Card 16 - 389-BKND Regulatory Label for Non Rubber Keyboard with WWAN 16 - - 808-6796 ProSupport Plus: Next Business Day Onsite, 2 Years 16 - - Extended 808-6797 ProSupport Plus: Next Business Day Onsite, 3 Years 16 - - 808-6805 Dell Limited Hardware Warranty Initial Year 16 - - 808-6826 ProSupport Plus: Accidental Damage Service, 5 Years 16 - - 808-6827 ProSupport Plus: Keep Your Hard Drive, 5 Years 16 - - 808-6845 ProSupport Plus: 7X24 Technical Support, 5 Years 16 - - 975-3461 Dell Limited Hardware Warranty Extended Year(s) 16 - - 997-8367 Thank you for choosing Dell ProSupport Plus. For tech 16 - - support, visit www.dell.com/contactdell or call 1-866-516- 3115 988-5542 Extended Battery Service for Years 2 and 3 of System Life 16 - - SKU Description Qty Unit Price Subtotal Havis DS-DA-412-Laptop screen stiffener 16 $44.87 $717.92 Estimated delivery date: Feb. 5, 2018 Contract No: WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS A8007999 Havis DS-DA-412 - Laptop screen stiffener 16 - - SKU Description Qty Unit Price Subtotal EPP,WRNTY,5YR,DELL,SP 16 $102.13 $1,634.08 Estimated delivery date: Jan. 29, 2018 Contract No:WNO8AGW Page 5 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras 1 3000021104496.1 Customer Agreement No:43211500-WSCA-15-ACS A8654530 EPP,WRNTY,5YR,DELL,SP 16 - - SKU Description Qty Unit Price Subtotal Havis DS-DELL-405 Basic Dock with Electronics for Latitude 16 $380.69 $6,091.04 Rugged and Rugged Extreme Notebooks Estimated delivery date: Feb.9, 2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS A7661842 Havis DS-DELL-405 Basic Dock with Electronics for Latitude 16 - - Rugged and Rugged Extreme Notebooks SKU Description Qty Unit Price Subtotal Havis LPS-137-power adapter-90-watt 16 $137.69 $2,203.04 Estimated delivery date: Feb. 1, 2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS A8977262 Havis LPS-137- power adapter- 90-watt 16 - - SKU Description Qty Unit Price Subtotal Dell Business Dock-WD15 with 130W adapter 10 $127.99 $1,279.90 Estimated delivery date:Jan. 12,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 450-AFGM Dell Business Dock - WD15 with 130W adapter 10 - - SKU Description Qty Unit Price Subtotal Dell Professional Briefcase 14 10 $34.97 $349.70 Estimated delivery date:Jan. 12,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 460-BCBF Dell Professional Briefcase 14 10 - - SKU Description Qty Unit Price Subtotal Dell 24 Monitor-P2417H 15 $169.67 $2,545.05 Estimated delivery date:Jan. 12, 2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS Page 6 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras 1 3000021104496.1 210-AIIM Dell 24 Monitor- P2417H 15 - 814-5380 Dell Limited Hardware Warranty 15 - - 814-5381 Advanced Exchange Service, 3 Years 15 - - SKU Description Qty Unit Price Subtotal Dell Latitude 7480 10 $1,452.00 $14,520.00 Estimated delivery date:Jan. 18,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 210-AKXV Dell Latitude 7480 10 - - 379-BCPQ 7th Generation Intel Core i5-73000 (Dual Core, 2.60GHz, 10 - - 3MB Cache) 619-AHKN Win 10 Pro 64 English, French, Spanish 10 - - 658-BCSB Microsoft(R)Office 30 Days Trial 10 - 338-BKXK Intel HD Graphics 620 with Displayport over USB Type-C 10 - - with Core i5 vPro 409-BCUJ Intel Rapid Storage Technology 10 - - 631-ABFZ No Out-of-Band Systems Management 10 - - 370-ADIB 8GB (1x8GB) 2133MHz DDR4 Memory 10 - - 400-AOQN M.2 256GB SATA Class 20 Solid State Drive 10 - - 391-BDBL 14"FHD (1920 x 1080) Touch, Camera Et Mic, WLAN/WWAN 10 - - Capable 583-BCUS Internal US English Qwerty Backlit Dual Pointing Keyboard 10 - - 570 AADK No Mouse 10 - - 555-BDFV Qualcomm QCA61x4A 802.1 lac Dual Band(2x2)Wireless 10 - - Adapter+ Bluetooth 4.1 Driver 555-BCMW Qualcomm QCA61x4A 802.11ac Dual Band (2x2) Wireless 10 - - Adapter+ Bluetooth 4.1 556-BBSZ Qualcomm Snapdragon X7 LTE-A(DW5811e) Sprint 10 - - 451-BCCI 60 Whr Long Life Cycle battery (4-cell)with 3 Years 10 - - Limited Hardware Warranty 492-BBXJ 90W AC Adapter, 3-pin 10 - - 346-BCDK Dual Pointing, 82 key, Smartcard, Contactless Smartcard, 10 - - Fingerprint Reader, Displayport over Type C Page 7 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, DC 78682. Sales rep:Jaime Porras 1 3000021104496.1 817-BBBB No FGA 10 - - 537-BBBD E5 Power Cord (US) 10 - - 340-AGIK Safety/Environment and Regulatory Guide (English/French 10 - - Multi-language) 430-XXYG No Resource DVD / USB 10 - - 460-BBEX No Carrying Case 10 - - 340-BKIB Quick Referece Guide, Windows 10, English/French, 10 - - Latitude 7480 452-BBSE No Docking Station 10 - - 387-BBMF Energy Star 6.1 10 - - 340-ACQQ No Option Included 10 - - 332-1286 US Order 10 - - 389-BCGW No UPC Label 10 - - 389-BLSV Intel Core i5 Processor Kabylake Label 10 - - 340-AAPP Direct ship Info Mod 10 - - 340-BKHT SHIP,NBK,7480,WW,MIN-CONFIG 10 - - 340-ADFZ Dell Power Manager 10 - - 409-BCUK Latitude 7480 Software Driver 10 - - 525-BBCL SupportAssist 10 - - 640-BBLW Dell(TM) Digital Delivery Cirrus Client 10 - - 658-BBMR Dell Client System Update (Updates latest Dell 10 - - Recommended BIOS, Drivers, Firmware and Apps) 658-BBRB Waves Maxx Audio 10 - - 658-BCUV Dell Developed Recovery Environment 10 - - 389-BEYY Regulatory Label included 10 - - 800-BBGU BTO Standard Shipment (VS) 10 - - 620-AAOH No Media 10 - - 389-BDBY No Label 10 - - 804-2167 Dell Limited Hardware Warranty Plus Service 10 - - 804-2197 ProSupport Plus: Accidental Damage Service, 5 Years 10 - - Page 8 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras 1 3000021104496.1 804-2198 ProSupport Plus: Next Business Day Onsite, 5 Years 10 - - 804-2199 ProSupport Plus: Keep Your Hard Drive, 5 Years 10 - - 804-2200 ProSupport Plus: 7x24 Technical Support, 5 Years 10 - - 997-8367 Thank you for choosing Dell ProSupport Plus. For tech 10 - - support, visit www.dell.com/contactdell or call 1-866-516- 3115 815-2815 Extended Battery Service for Years 2 and 3 of System Life 10 - - SKU Description Qty Unit Price Subtotal Dell Wireless Keyboard and Mouse-KM636(black) 11 $31.79 $349.69 Estimated delivery date:Jan. 12, 2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 580-ADTY Kit- Dell Wireless Desktop Keyboard and Mouse KM636 - 11 - - Black-SFtP SKU Description Qty Unit Price Subtotal Optiplex 5050 SFF 5 $698.21 $3,491.05 Estimated delivery date:Jan. 11,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 210-AKJC OptiPlex 5050 SFF BTX 5 - - 338-BKYY Intel Core i5-7500 (QC/6MB/4T/3.4GHz/65W); supports 5 - - Windows 10/Linux 619-AHKN Win 10 Pro 64 English, French, Spanish 5 - - 658-BCSB Microsoft(R) Office 30 Days Trial 5 - - 370-ADJQ 8GB (2x4GB) 2400MHz DDR4 Memory 5 - - 400-ANPQ 256GB 2.5inch SATA Class 20 Solid State Drive 5 - - 575-BBBI No Integrated Stand option 5 - - 401-AANH 2nd Hard Drive: not included 5 - - 490-BBFG Intel Integrated Graphics, Dell OptiPlex 5 - - 325-BBRJ DVD+/-RW Bezel, Small Form Factor 5 - - 429-AAJV Tray load DVD Drive (Reads and Writes to DVD/CD) 5 - - 385-BBCR No Media Card Reader 5 - - Page 9 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. Sales rep:Jaime Porras 1 3000021104496.1 555-BBFO No Wireless 5 - - 555-BBFO No Wireless 5 - - 461-AABV No Accessories 5 - - 329-BDIO OptiPlex 5050 SFF with 180W up to 85%efficient Power 5 - - Supply (80Plus Bronze) 470-AAJL NO ADAPTER 5 - - 580-ADJC Dell KB216 Wired Multi Media Keyboard English Black 5 - 275 BBBW Dell MS116 Wired Mouse, Black 5 - - 631-ABFC Intel Standard Manageability 5 - - 525-BBCL SupportAssist 5 - - 640-BBLW Dell(TM) Digital Delivery Cirrus Client 5 - 658 BBMR Dell Client System Update (Updates latest Dell 5 - - Recommended BIOS, Drivers, Firmware and Apps) 658-BBRB Waves Maxx Audio 5 - - 658-BCUV Dell Developed Recovery Environment 5 - - 620-AALW OS-Windows Media Not Included 5 - - 387-BBLW E-Star 6.1 D.TCO 5.0 Driver, Service Install Module 5 - - 575-BBGD Bracket for 2.5 inch Hard Drive Disk, Small Form Factor, 5 - - OptiPlex 461-AAEE Chassis Intrusion Switch SFF 5 - - 450-AAOJ System Power Cord (Philipine/TH/US) 5 - - 340-AGIK Safety/Environment and Regulatory Guide (English/French 5 - - Multi-language) 340-ABJI No Diagnostic/Recovery CD media 5 - - 340-BKFG Documentation,English,French,Dell OptiPlex Small Form 5 - - Factor 5050 332-1286 US Order 5 - - 329-BBJL TPM Enabled 5 - - 551-BBBJ No Intel Responsive 5 - - 389 BDQH Retail POD 5 - 389 BLSV Intel Core i5 Processor Kabylake Label 5 - - Page 10 ©2014 Dell Inc. U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, DC 78682. Sales rep•Jaime Porras 1 3000021104496.1 389-BRLN Regulatory Label 5 - - 340-BKFK Ship Material for Opti 5050 SFF 5 - - 389-BBUU Shipping Label for DAO 5 - 817 BBBC Not selected in this configuration 5 - - 800-BBIP Desktop BTS/BTP Shipment 5 - - 658-BBTV CMS Essentials DVD no Media 5 - - 461-AABF No CompuTrace 5 - - 998-CMJL Fixed Hardware Configuration 5 - - 804-9043 Dell Limited Hardware Warranty Plus Service 5 - - 804-9091 ProSupport Plus: Accidental Damage Service, 3 Years 5 - - 804-9092 ProSupport Plus: Keep Your Hard Drive, 3 Years 5 - - 804-9093 ProSupport Plus: Next Business Day Onsite 3 Years 5 - - 804-9094 ProSupport Plus: 7x24 Technical Support, 3 Years 5 - - SKU Description Qty Unit Price Subtotal Dell Latitude Rugged Display Port Desk Dock 1 $260.00 $260.00 Estimated delivery date:Jan. 29,2018 Contract No:WNO8AGW Customer Agreement No:43211500-WSCA-15-ACS 452-BcGQ Dell Latitude Rugged Display Port Desk Dock 1 - - Subtotal: $70,042.11 Shipping: $0.00 Environmental Fees: $0.00 Estimated Tax: $0.00 Total: $70,042.11 Page 11 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, 7X 78682. Sales rep:Jaime Porras 1 3000021104496.1 Important Notes Terms of Sate Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: Dell's Terms of Sale (www.dell.com/learn/us/en/uscorpl/terms-of-sale), which include a binding consumer arbitration provision and incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (for Consumer warranties ; for Commercial warranties). If this purchase includes services: in addition to the foregoing applicable terms, the terms of your service contract will apply (Consumer;Commercial). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S www.dell.com/SEULA). If your purchase is for Mozy, in addition to the foregoing applicable terms, your use of the Mozy service is subject to the terms and conditions located at https://mozy.com/about/legal/terms. You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the f oregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Please indicate any tax-exempt status on your P0, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. Page 12 ©2014 Dell Inc.U.S.only.Dell Inc.is located at One Dell Way,Mail Stop 8129,Round Rock, TX 78682. J _!J . 00 M NO 00 0 0 O N O 0 0 0 0 0 V 0 0 N C N O -N O V N 00 0 0 0 001 0 0 0 0 0 Ch 0 O N et S.O , -. O N . N . O 0 , . 0 0 0 7 00 0 0 0 W . . 0 O . , . 0 , 0 M .--i gM Vi ON N CC N CC N vINNOO -• N -. N ,-, C,1 N N N .. .. N N -. N .. .■ -.• 0 S 69 69 V, V, C. v1 -. 00M 10 00 GOON 70000 0 1O 0 0 N S O N O V N 00 000OQ10000 0 O\ 0 0 N N ' ' -. O N . N . 0 0 0 0 0 7 00 O O O 00 . . 0 0 . . . 0 , 0 M O N NNN N N O 1: O N vi N N O O -• N -+ -. N .-' ^-, ^-, N N -• N -• �O ▪ 0 -. -. N 69 V, V, 69 l 700 MN N Cr, 000 000 0000 0 0 0 0 OA ,-, N -• Vl7 7 000 000 0000 0 0 0 0 7 7 -• , OR O . O 000 000 . . 00000 . , 0 00 . . . O . 0 00 _N 01 M N N O M O vi O N vi O O vi N -. M vl vi N N N M M M N vl .• .+ -• N VO .7. N N n I 69 V, V, V, _7 00 00 V1 0 0 0 0 O O O 0 0 0 O 0 0 0 0 -• N NON 10 000 000 0000 0 0 0 0 'O O\-• ' — fl v) ' N 000 " 000 " 000W " 0. 00 . 0 . 0 0 VC CK MNM N MO Vi ONh 000'N M vi v1 M M M M -+ .-+ .. — N VD T• N N vl h N N N V, 69 V, V, • E. O 000 vl v1 00000000 00000 0 O 0 O O vl CA O VI N N M 0 0 0 0 0 0 0 0 0 0 0 O O 0 O O O O M Z O . O VO T 1O . M O Vl O O vl O O O 0 0 O 00 O . O CO . vl O v) 10 L4 7 v1 M 01 10 ON M M h -• 0o O N h O O O N -• N N o0 vl N 00 N N -• N M .-+ -. N -• -• N N -• VD 0 vl N 00 b N M N VD CC a d, 69 69 69 C'i w vl CD CD VI VI vl O 00000000 0000000 0 00 0 O O V Q 7 0 M N N 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 O 7 00 7 O -• -• N N O V1 O O 1O O O O ■ 0 0 O 00 V) O O 7 0 vl . 0 v) O 7 7 0 vi 1O 00 M O -• O V1 v1 vi 0 0 0 N -• -- N 7 N 00 O M O N z N M 7 M M 'C O -. -• M -• -• N N -. 1O N vl N 00 0 h r q O O k. 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NNN777 77777 .< 7 > ^ -• — N N N 7 M M M R V V 7 .7 7 7 V1 vl vl v1 V1 v1 v1 'O VD VD VD l0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N P '-',.. 0 .V1.V1.V1.V1.V1.V1.V1 ul V1 V1 V1 ul ul V1 V1 V1 vl vl V) V) V1 V) V) h V) h h h V1 AMENDMENT NO.: 1 - Renewal PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Master Agreement No: MNWNC-101 Dell Marketing LP And The State of Florida Alternate Contract Source No.43211500-WSCA-15-ACS This Amendment ("Amendment") effective April 1, 2017, to the Computer Equipment, Peripherals, &Services Contract No. 43211500-WSCA-15-ACS ("Contract"), between the State of Florida, Department of Management Services ("Department") and Dell Marketing LP ("Contractor") are collectively referred to herein as the "Parties."All capitalized terms used herein shall have the meaning assigned to them in the Participating Addendum unless otherwise defined herein. Contract Renewal. The Department hereby executes its renewal option for a three (3) year period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is March 31, 2020. I. Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. II. Public Records. The Participating Addendum is amended to add the following: If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency as provided by section 119.0701(2)(b), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CONTRACT MANAGER. III. Annual Appropriation. The Participating Addendum is amended to add the following: Pursuant to section 287.0582, F.S., if the ACS binds the State or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the ACS is contingent upon an annual appropriation by the Legislature. IV. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library- archives/records-management/general-records-schedules/), whichever is longer. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include, but will not be limited to salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. VI. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. VII. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. Contractor Participating Addendum Contact Name Katherine Dunay Address One Dell Way, Mail Stop RR 1-33, Round Rock, Texas 78682 Telephone _ 512-723-0818 Fax _ 512-283-9092 E-mail Katherine_Dunay@Dell.com Page 2 of 3 Participating State Contact Name Jeremy Williams Address Florida Department of Management Services 4050 Esplanade Way,Suite 360, Tallahassee, FL 32399-0950 Telephone 850-4146740 Fax 850-414-8331 E-mail Jerem .Williams ms.m 'orida.com State of Florida, Dell Marketing LP Department of Mana! ent Services • By 40 By (L3-3.... .1A41 Name: Erin Rock Name: C.wanAto,oc. L .‘-.3■0■('‘10511‘.:) Title: Chief of Staff Tide! C-4.4143.41.4AS V.4311 Date: 5-‘77- /7 Date: Page 3 of 3 PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 1 of 11 1. Scope:The State of Minnesota,Department of Administration, Materials Management Division publicly conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of State Procurement Officials Cooperative Procurement Program(NASPO ValuePoint)resulting in Master Agreement number MNWNC-108.The Master Agreement led by the State of Minnesota along with a multi-state sourcing team,was created for use by state agencies and other entities that are authorized by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief procurement official. The Master Agreement for computer equipment(desktops, laptops,tablets,servers,and storage,and ruggedized devices,including related peripherals&services)identifies the product bands awarded to the Contractor. This Participating Addendum (Addendum)is made and entered into as of the Effective Date by and between the State of Florida(Participating State)and Dell Marketing, L.P. (Contractor).This Addendum allows for purchase of computer equipment from the Master Agreement.This Addendum shall not diminish,change,or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contractor under the terms of the Master Agreement. 2. Participation:Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized by a Participating State's statutes are subject to the prior approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Officer. 3. Order of Precedence: In the event of a conflict,the following documents shall have priority in the order set forth below: a. This Participating Addendum b. Exhibit 2, PUR 1000 c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No.MNWNC-108. Contractor Modifications or Additions to terms and conditions. Notwithstanding any term to the contrary in Exhibit 2: a. Returns and Exchanges. Additional fees,including up to a 15%restocking fee,may apply. Dell will PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 2 of 11 notify eligible user if such fees apply upon receipt of return request. b. Software Licensing. The terms of the Master Agreement shall be the controlling terms with respect to Software licensing. c. Payment. Eligible User will make every effort to notify the Contractor within thirty(30)calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service,the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. d. Subcontracting. Contractor may retain subcontractors from time to time in the ordinary course of business to perform imaging or Custom Factory Integration,warranty, break/fix,administrative and back office services,provided that such subcontractors will not have access to Eligible User's confidential data(other than billing and contact information)and provided that Contractor shall remain responsible for the performance of its obligations under this Addendum. e. Delivery. F.O.B. Destination. Title and risk of loss pass to customer upon delivery. Dell standard 3-5 day ground shipping and handling will be paid for by Contractor. There may be additional fees for custom shipping or delivery requests, including but not limited to inside delivery,which will be quoted to customer upon request. 5. Participating State Modifications or Additions to Master Agreement: A. Upon execution of this Addendum,all eligible users may purchase products and services under contract using the Florida alternate contract source number 43211500-WSCA-15-ACS. Eligible users acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this Addendum. 1. The following are modifications to the Master Agreement: a. PUR 1000 Form:,General Contract Conditions, is attached hereto and incorporated herein as Exhibit 2 b. Discriminatory Vendors.A vendor placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not be awarded or perform work as a contractor,supplier,sub-contractor,or consultant under a contract with any public entity; or transact business with any public entity. c. Effective Date:This Addendum shall become effective on the last date signed below and is PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WNO8AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 3 of 11 coterminous with Exhibit 1,unless terminated earlier by the Participating State. d. Vendor Registration and Transaction Fees: In order to complete any transaction between an eligible user and the Contractor,the Contractor must be registered with the Department of State,Division of Corporations(www.sunbiz.org)and in MvFloridaMarketPlace.Section 287.042(1)(h),Florida Statutes,and Rule 60A-1.031, Florida Administrative Code,is hereby incorporated by reference.All transactions are subject to a transaction fee pursuant to the rule. This fee amount will be adjusted to the Contractor's Master Agreement pricing and not invoiced or charged to the Eligible User. e. Purchases: In order to procure products and services hereunder,eligible users shall issue purchase orders or use a purchasing card which shall reference Florida alternate contract source number 43211500-WSCA-15-ACS. Use of a purchasing-card is permitted at the time of order placement only,and not permitted for payment of invoices issued by Contractor. Eligible users are responsible for reviewing the terms and conditions of this Addendum including all Exhibits. f. Compliance with Laws:The Contractor shall comply with all laws, rules,codes,ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal,State,and local agencies having jurisdiction and authority. By way of non- exhaustive example,Chapter 287 of the Florida Statutes and Rule 60A-1 of the Florida Administrative Code govern this Addendum. By way of further non-exhaustive example, the Contractor shall comply with section 274A of the Immigration and Nationalization Act, the Americans with Disabilities Act,and all prohibitions against discrimination on the basis of race, religion,sex,creed,national origin,handicap,marital status,or veteran's status. Violation of any laws, rules,codes,ordinances,or licensing requirements shall be grounds for termination or nonrenewal of this Addendum. g. Additional Eligible User Terms:If any additional ordinance, rule,or other local governmental authority requires additional contract language before an eligible user can make a purchase under this Addendum,the eligible user is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. h. Provisions of section 287.058, Florida Statutes:The provisions of section 287.058(1)(a)-(c) and(g), Florida Statutes,are hereby incorporated by reference. i. Public Records:The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Addendum, PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 4 of 11 unless the records are exempt from section 24(a)of Article I of the State Constitution or subsection 119.07(1),Florida Statutes.The Participating State may unilaterally terminate this Addendum if the Contractor refuses to allow public access as required in this section. If,under this Addendum,the Contractor is providing services and is acting on behalf of the public agency as provided under subsection 119.011(2), Florida Statutes,the Contractor must: (1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes,or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4) Meet all requirements for retaining public records and transfer,at no cost,to the public agency all public records in possession of the Contractor upon termination of this Addendum and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.All records stored electronically must be provided to public agency in a format that is compatible with the information technology systems of the Department. j. The State of Florida's performance and obligation to pay under this Addendum is contingent upon an annual appropriation by the Legislature.The vendor shall comply with section 11.062,Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature,Judicial,or state agencies. B. Contract Document:This Addendum and its Exhibits set forth the entire agreement between the parties with respect to the subject matter of the contract. C. Intellectual Property:The parties do not anticipate that any intellectual property will be developed as a result of this Addendum. However, unless specified otherwise in the Statement of Work entered into by Dell and the Eligible User,the rights,title and interest in any deliverables or intellectual property developed as a result of this Addendum shall be subject to the terms of Section 30 of the Master Agreement PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 5 of 11 D. Employment Eligibility Verification:Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11-116,Contractor is required to utilize the U.S.Department of Homeland Security's E-Verify system to verify the employment of all new employees hired by the Contractor during the contract term.Also,Contractor shall require resellers/partners performing work or providing services under this Addendum to utilize the E-Verify system to verify employment of all new employees hired by the reseller/partner during the Addendum term. E. Price List/Preferred Price:The Contractor's price list will be the same as the WSCA-NASPO price list, and the Department will post a link on the Department's website to the price list posted on the WSCA-NASPO website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4(b)of the PUR1000 is not applicable. F. Scrutinized Company List: In executing this Addendum,Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,created pursuant to section 215.473, Florida Statutes. Pursuant to subsection 287.135(5),Florida Statutes,Contractor agrees the Participating State may immediately terminate this Addendum for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Addendum. G. Orders:Any Order placed by eligible users under this Participating Addendum referencing Alternate Contract Source No.43211500-WSCA-15-ACS for a product and/or service available from the Master Agreement shall be deemed to be a sale under and governed by the prices and other terms and conditions of the Master Agreement and this Addendum unless the parties to the Order agree in writing that another contract or agreement applies to such Order. 1. The Contractor agrees to meet the following requirements: a. Provide appropriate contact information for eligible users to use for product and/or service inquiries and purchases,as well as,the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the Master Agreement;and b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing,L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 6 of 11 responsible for providing and updating this list of authorized resellers/partners for use to the Participating State/Entity. 2. Contractor must be able to accept purchase orders via fax,e-mail,or cXML as identified in H.1 below. H. Electronic Invoicing:The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MyFloridaMarketPlace(MFMP)within ninety(90) days from Addendum effective date. Electronic invoices shall be submitted to the agency through the Ariba Network(AN)in one of three mechanisms as listed below: 1. cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment.This transaction set can be used for invoicing via the AN for catalog and non-catalog goods and services.The cXML format is the Ariba preferred method for e-Invoicing. 2. EDI(Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(810)for use within the context of an Electronic Data Interchange(EDI)environment.This transaction set can be used for invoicing via the AN for catalog and non-catalog goods and services. 3. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non- catalog goods and services.Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply"flipping"the PO into an invoice.This option does not require any special software or technical capabilities. For the purposes of this section,the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP,a state contractor,the right and license to use, reproduce,transmit,distribute,and publicly display within the system the information outlined above. In addition,the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos,trade dress,or other branding designation that identifies the products made available by the Contractor under the contract. PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 7 of 11 The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. I. Contract Quarterly Reports:The Contractor shall submit a Quarterly Report in the Standard Report Format and with the Data Elements,described below,electronically to the Participating State/Entity within 30 days of the end of the quarter.The Contractor will cooperate with Participating State/Entity to accommodate reasonable requests for additional reports within 30 days written notice of such request,provided such additional reports are within Contractor's standard reporting capabilities with respect to data elements and format("Contractor Standard Reports"). Custom reports not within Contractor's standard reporting capabilities may be available upon request for a reasonable fee to be quoted upon Contractor's review of the request. Failure to provide the Quarterly Report or other Contractor Standard Reports reasonably requested by the Participating State/Entity may result in the Contractor being found in default and may result in termination of this Addendum. Sales will be reviewed on a quarterly basis.Should no sales be recorded in two consecutive contract quarters,the Participating State/Entity may terminate this Addendum. Standard Report Format and Data Elements: Contractor shall report detailed sales data under this Participating Addendum in the format as required under the Master Agreement. Data elements on such report include: • State; • Entity/customer type,e.g., local government, higher education, K12,non-profit; • Purchasing Entity name; • Purchasing Entity bill-to and ship-to locations; • Purchasing Entity and Contractor Purchase Order identifier/number(s); • Purchase Order Type(e.g.,sales order,credit,return,upgrade,determined by industry practices); • Purchase Order date; • Ship Date;and • Line item description, including product number if used.The report shall be submitted. PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing,L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 8 of 11 Reports shall be delivered to the Participating State/Entity electronically through email;CD-Rom, jump drive or other electronic matter as determined by the Participating State/Entity. J. Business Review Meetings:The Participating State/Entity reserves the right to schedule business review meetings as frequently as necessary.The Participating State/Entity will provide the format for the Contractor's agenda. Prior to the meeting,the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance.The Contractor shall address the agenda items and any of the Participating State/Entity's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default and Addendum termination. K. Commitment to Diversity in Government Contracting:The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority-, women-,wartime-,and service-disabled veteran business enterprises in the economic life of the State.The State of Florida Mentor Protégé Program connects minority-,women-,wartime-,and service-disabled veteran business enterprises with private corporations for business development mentoring.We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protégé Program, please contact the Office of Supplier Diversity at(850)487-0915 or osdhelp @dms.mvflofida.com. Upon request,the Contractor shall report to the Office of Supplier Diversity spend with certified and other minority business enterprises.These reports will include the period covered,the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period.Commodities and services provided by the minority business enterprise,and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this Addendum. L. Resellers/Partners:The Contractor may use resellers/agents in order to provide computer equipment and services.All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability,terms and conditions within Master Agreement and this Addendum.The Contractor shall make all determinations about which entities in the State of Florida that the Contractor authorized reseller/agent may support. The Contractors resellers/agents' participation will be in accordance with the terms and conditions set forth in the PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing, L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 9 of 11 aforementioned Master Agreement and this Addendum. If a reseller/agent is authorized to conduct business on behalf of the Contractor and the reseller/agent is to receive compensation from the Contractor for its services,then any dispute between the Contractor and the reseller/agent shall be resolved between the Contractor and the reseller/agent.The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/agents.The Contractor shall be responsible to report all contract sales(and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: • Have an ACTIVE Registration with the Florida Department of State,Division of Corporations (www.sunbiz.org) • Registered in the MFMP Vendor Information Portal (https://vendor.myfloridamarketplace.com) • Not be on the State of Florida's Convicted,Suspended,or Discriminatory lists http://www.dms.myflorida.com/business operations/State purchasing/vendor informatio n/convicted suspended discriminatory complaints vendor lists • Have a copy of e-Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.myfloridacfo.com) Contractor authorized Resellers shall provide quotes,accept purchase orders,and accept payment from entities ordering under this Participating Addendum. Contractor authorized Agents are authorized to provide quotes,sales assistance,configuration guidance and ordering support for hardware,software and services available this Participating Addendum.Contractor authorized Agents ARE NOT authorized to accept orders, purchase orders or payment from entities ordering under this Participating Addendum. M. Primary Contacts:The primary government contact individuals for this Addendum are as follows (or their named successors): PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 Dell Marketing,L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 10 of 11 Contractor Name Katherine Dunay Address Dell Marketing,L.P. One Dell Way,Mailstop RR1-33Round Rock,TX 78682 Telephone 512-728-4805 E-mail Katherine Dunav@dell.com Participating Entity Name Jerilyn Bailey Address Florida Department of Management Services 4050 Esplanade Way,Suite 360,Tallahassee, FL 32399-0950 Telephone 850-921-4072 E-mail jerilyn.bailey @dms.myflorida.com N. Warrant of Authority:Each person signing this Addendum warrants that he or she is duly authorized to do so and to bind the respective party. 6. Lease Agreements.Leasing is allowed under this Master Agreement pursuant to Paragraph 39 of the PUR1000,and the separately negotiated Dell Financial Services L. L.C. Master Lease Agreement for those entities utilizing this Participating Addendum who are authorized to enter into lease agreements under applicable law. Any assignment by an eligible user of its purchase order to a third-party financing company(other than Dell Financial Services, LLC)must be approved in advance in writing by Contractor,and in no case shall any such approval excuse eligible user from its obligations hereunder. 7. Terms.The Participating State is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with applicable law. IN WITNESS WHEREOF,the parties have executed this Addendum as of the date of execution by Contractor below. PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No:MNWNC-108 Dell Marketing,L.P. And The State of Florida Dell Contract Code WN08AGW Alternate Contract Source No.43211500-WSCA-15-ACS Page 11 of 11 Participating State: Contractor: Florida Dell Marketing LP By: By: Name: ,_ n Name: �� 0(,t� Lauren D. Newberry Title: Title: Contracts Consultant Date: Date: 8/14/2015 7-7 -'r � Florida Chielfkrocur- nt Officer:i, 0: A mi, 1 Alblirmile41 Name: Roz Ingram Title: Director of State Purchasing and Chief Procu eme t Officer , Date: a 1\ Procu (- Please email fully executed PDF copy of this document to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment State of Florida PUR 1000 General Contract Conditions Contents 1. Definitions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5.Additional Quantities. 6. Packaging. 7. Inspection at Contractor's Site. 8.Safety Standards. 9.Americans with Disabilities Act. 10.Literature. 11.Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14.Transaction Fee. 15. Invoicing and Payment. 16.Taxes. 17. Governmental Restrictions. 18.Lobbying and Integrity. 19. Indemnification. 20. Limitation of Liability. 21.Suspension of Work. 22.Termination for Convenience. 23.Termination for Cause. 24. Force Majeure, Notice of Delay,and No Damages for Delay. 25.Changes. 26. Renewal. 27. Purchase Order Duration. 28.Advertising. 29.Assignment. 30.Antitrust Assignment 31. Dispute Resolution. 32. Employees,Subcontractors,and Agents. 33.Security and Confidentiality. 34.Contractor Employees,Subcontractors,and Other Agents. 35. Insurance Requirements. 36.Warranty of Authority. 37.Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises,Inc.(PRIDE). 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43.Cooperative Purchasing. PUR 1000(10/6) 1 60A-1-002, F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment 44.Waiver. 45.Annual Appropriations. 46. Execution in Counterparts. 47.Severability. 1. Definitions.The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement.The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The "Customer" may also be the `Buyer" as defined in the PUR 1001 if it meets the definition of both terms. (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order,electronic purchase order, procurement card,contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs(a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057{15)and(16)of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract.State Customers shall document their files accordingly. (b) Best Pricing Offer. ! . •• . • .. .. . . •• •• - . • . • . • - - redueed to the lower—prise. This section is not applicable in accordance with Section 5(E) of the Participating PUR 1000(10/6) 2 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment Addendum. (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then-authorized prices. Promotional prices shall be available to all Customers. Upon approval,the Contractor shall provide conspicuous notice of the promotion. (d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment,and to keep accurate records of the process. For State agencies,it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273,F.S. (e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3)the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. 5.Additional Quantities. For a period not exceeding ninety(90) days from the date of solicitation award,the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice,without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7.Inspection at Contractor's Site.The Customer reserves the right to inspect,at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 8. Safety Standards.All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas- operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing,or other physically impaired individuals. PUR 1000(10/6) 3 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example,user manuals, price schedules,catalogs,descriptive brochures,etc. 11.Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 12. Installation. Where installation is required,Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation,etc., is required to achieve installation,the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition,with everything in satisfactory repair and order. 13.Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification,the risk of loss of rejected or non-conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes(2002), all payments shall be assessed a Transaction Fee of one percent(1.0%),which the Contractor shall pay to the State,unless exempt pursuant to 60A-1.032,F.A.C. For payments within the State accounting system (FLAIR or its successor),the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments,Contractor certifies their correctness.All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. PUR 1000(10/6) 4 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES'VENDOR LIST AS PROVIDED IN RULE 60A-1.006,F.A.C. 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network(ASN) in one of the following mechanisms—EDI 810, cXML, or web-based invoice entry within the ASN. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes,which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment.Contractors may call(850)413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment,shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 16.Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract or purchase order. 17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS. The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation,vote, other exercise of discretion, or violation of a known legal duty, or(2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause(2),"gratuity"means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind . Upon request of the Customer's Inspector General, or other authorized State official,the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of(1)three years after the expiration of the Contract or(2)the period required by the General Records Schedules maintained by the Florida Department of State (available at: httr://dlis.dos.state.fl.us/barm/genschedules/gensched.htm). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations PUR 1000(10/6) 5 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however,that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit,or in the Contractor's opinion is likely to become the subject of such a suit,the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product,the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor(1) written notice of any action or threatened action, (2)the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent,which shall not be unreasonably withheld. 20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order,and regardless of the basis on which the claim is made,the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special,indirect, punitive,or consequential damages, including lost data or records(unless the contract or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible . No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. PUR 1000 (10/6) 6 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice,the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or(2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits. 23.Termination for Cause.The Customer may terminate the Contract if the Contractor fails to (1)deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract,or(4)abide by any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either,the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If,after termination,it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. 24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God,wars,acts of public enemies,strikes,fires,floods, or other similar cause wholly beyond the Contractor's control,or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable,the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or(2) if delay is not reasonably foreseeable, within five(5)days after the date the Contractor first had reason to believe that a delay could result .THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages,other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption,interference,or hindrance from any cause whatsoever. If performance is suspended or delayed,in whole or in part, due to any of the causes described in this paragraph,after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated PUR 1000(10/6) 7 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses)to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity,or(3)terminate the Contract in whole or in part. 25. Changes.The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise,the Customer may solicit separate bids to satisfy them. 26. Renewal. Upon mutual agreement,the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price,as set forth in the solicitation response. The renewal must be in writing and signed by both parties,and is contingent upon satisfactory performance evaluations and subject to availability of funds. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor,and all terms and conditions of the state term or agency contract shall apply to the single delivery/performance,and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted scheduie even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10)calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10) calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity,the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided herein,and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. PUR 1000(10/6) 8 60A-1-002,F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment 28.Advertising.Subject to Chapter 119, Florida Statutes,the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference,or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published,either in print or electronically,to any entity that is not a party to Contract,except potential or actual authorized distributors,dealers, resellers,or service representative. 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer. In the event of any assignment,the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt,the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final,subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided,however,that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing,the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida;in any such action,Florida law shall apply and the parties waive any right to jury trial. 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract.The State may conduct,and the Contractor shall cooperate in,a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors,or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business PUR 1000(10/6) 9 60A-1-002, F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida.Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request,the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. 36.Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 37.Warranty of Ability to Perform.The Contractor warrants that,to the best of its knowledge,there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service,or by personal delivery to the agency designee identified in the original solicitation,or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, in writing,if someone else is designated to receive notice. 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer(as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment-purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person,firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http://www.pridefl.com. PUR 1000(10/6) 1 60A-1-002, F.A.C. Exhibit 2 43211500-WSCA-15-ACS,Computer Equipment 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1)and (2), Florida Statutes;and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned."Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org. 42.Modification of Terms.The Contract contains all the terms and conditions agreed upon by the parties,which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap"terms accompanying or affixed to a product,whether written or electronic)or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment.The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non-Customer purchases are independent of the agreement between Customer and Contractor,and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s.287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 45.Annual Appropriations.The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 47.Severability. If a court deems any provision of the Contract void or unenforceable,that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. PUR 1000(10/6) 1 60A-1-002,F.A.C.