HomeMy WebLinkAboutstate contract contdFlorida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent
(1.0%), which the Contractor shall pay to the State.
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.
The 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.
Contractors shall be responsible for reporting sales and paying user fees resulting from
sales made by any resellers authorized by Contractor to resell Contractor products and
services under the Contract.
Contractor's failure to comply with the above Transaction Fee requirements shall constitute
grounds for declaring the vendor in default and, subject to the State returning all affected
item(s) to the Contractor, recovering reprocurement costs from the vendor in addition to all
outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION
FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH
THE STATE.
3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor
shall 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.
4. Catalog Data. Effective July 1, 2003, the Contract provision entitled "Special
Conditions, Price List" is deleted and replaced with the following "Special Conditions, Price List"
section.
Price List
Accenture is responsible for converting Contract catalog information into a format
supported by the System. To accomplish this conversion, the Contractor shall provide
certain information in electronic format directly to Accenture; alternatively, the Contractor
may follow the "punchout" solution described in more detail below.
Within ten (10) business days of written notice from Accenture, Contractor shall use
commercially reasonable efforts to provide all information mutually agreed by Contractor
and Accenture to be necessary to facilitate electronic purchases from this contract, or shall
contract Accenture and begin work on the "punchout" solution described below. Such
information may include, but is not limited to, Contractor name, SKU, brand/manufacturer,
product name and brief description, unit of measure, and price. Contractor shall provide this
information in the format mutually agreed upon by Contractor and Accenture. No costs or
expenses associated with providing this information shall be charged to the Department,
Customers, or Accenture. With Contractor's timely assistance, Accenture shall create and
maintain web -based placement of the requested contract information.
"Punchout" Alternative
The Contractor may offer, as an alternative to providing the information discussed above,
an online "punchout" solution, in which the Customer accesses the Contractor's website
directly from the System, rather than the System maintaining the Contractor's data. This
solution must allow the Customer to reach the Contractor's site, browse for contracted
items only, and return to the System with a list of items ready to be inserted into a
requisition. If Contractor selects this alternative, it must meet the following
requirements:
• The solution must conform to cXML 1.0 or 1.1 standards.
• The solution must conform to the technical specifications and implementation
requirements mutually agreed by Contractor and Accenture, and the Contractor and
Accenture must work with Accenture to ensure successful integration of the punchout
solution into the System
• The solution must have the capability to provide only those products awarded under
the contract, and block any non -contract item(s) from being added to the requisition.
Warranty
For the purposes of this section, the Contractor warrants and represents that on the date
this Amendment No. 3 takes effect, it is authorized and empowered to and hereby grants
the Department and Accenture 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 on the date this Amendment No. 3 takes effect, it
is authorized and empowered to and hereby grants the Department and Accenture 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.
If the Contractor is not the manufacturer, it shall be the Contractor's responsibility to obtain
authorization from the manufacturer to comply with the provisions of this section, including
securing any intellectual property rights of the manufacturer. If the Contractor is the
manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.
within their network that can comply with the provisions of the Contract.
5. Additional Modifications. The Department reserves the right to further revise the
collection and reporting requirements in conjunction with alterations to the System. Upon
written notice to Contractor, Contractor may determine it cannot agree with such revisions and
may then provide notice of termination to the Department.
6. Conflict. In the event any of the terms herein conflict with the terms of the Contract,
the terms of this Amendment shall control. All other terms of the Contract remain in full force
and effect. Contractor waives and releases any and all claims for additional compensation
arising out of or relating to this Amendment.
7. Warranty of Authority. Each person signing this Amendment warrants that he or
she is duly authorized to do so and to bind the respective party.
8. Term. The term of this Amendment No. 3 shall run from the last date signed below
and be coterminous with the term of the Contract.
SO AGREED:
CONTRACTOR
Contractor Name
Address
By:
Its:
Date
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
By: Date
Approved as to form and legality by the Department General Counsel's Office:
Date
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
Governor
State Term Contract No. 252-005-01-1
Amendment No. 2
WILLIAM S. SIMON
Secretary
THIS AMENDMENT, effective as of the last date signed below, is by and between the
State of Florida Department of Management Services (the "Department") and Attachmate
Corporation (the "Contractor") (collectively, the "Parties"), and amends State Term Contract No.
252-005-01-1 (the "Contract").
WHEREAS the Department is implementing an electronic procurement system,
currently known as MyFloridaMarketPlace; and
WHEREAS the Department wishes to include the Contractor and the Contract in the
System; and
WHEREAS the Contractor desires to participate in the System; and
WHEREAS the Contract allows modifications in the event an electronic procurement
system is implemented.
THEREFORE, in consideration of the mutual promises contained below, and other good
and valuable consideration receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Registration. The Department shall allow the Contractor, following effective
registration with Accenture, to participate in the System. The Contractor shall register in the
System within ten (10) business days of the effective date of this Amendment. Contractor shall
visit www.myfloridamarketplace.com and follow the appropriate instruction in order to register.
2. Transaction Fee. Effective April 1, 2003, the Contract provision entitled "SPECIAL
CONDITIONS, Surcharge Fee and Summary of Total Sales" is deleted and replaced with the
following "Special Conditions, Transaction Fee" section. This Transaction Fee is in lieu of, and
not in addition to, the surcharge fee authorized by section 287.1345, Florida Statutes (2002).
Transaction Fee
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to section 287.057(23),
STATE PURCHASING • 4050 ESPLANADE WAY, SU4TE 350, TALLAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 • Fax: 850-488-5498
Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent
(1.0%), which the Contractor shall pay to the State.
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.
The 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.
Contractors shall be responsible for reporting sales and paying user fees resulting from
sales made by any resellers authorized to resell Contractor products and services under
the Contract.
Failure to comply with these requirements shall constitute grounds for declaring the vendor
in default and recovering reprocurement costs from the vendor in addition to all outstanding
fees. VENDORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE
EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.
3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor
shall 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.
4. Catalog Data. Effective July 1, 2003, the Contract provision entitled "Special
Conditions, Price List" is deleted and replaced with the following "Special Conditions, Price List"
section.
Price List
Accenture is responsible for converting Contract catalog information into a format
supported by the System. To accomplish this conversion, the Contractor shall provide
certain information in electronic format directly to Accenture; alternatively, the Contractor
may follow the "punchout" solution described in more detail below.
Within ten (10) business days of written notice from Accenture, Contractor shall use
commercially reasonable efforts to provide all information mutually agreed by Contractor
and Accenture to be necessary to facilitate electronic purchases from this contract, or shall
contract Accenture and begin work on the "punchout" solution described below. Such
information may include, but is not limited to, Contractor name, SKU, brand/manufacturer,
product name and brief description, unit of measure, and price. Contractor shall provide this
information in the format mutually agreed upon by Contractor and Accenture. No costs or
expenses associated with providing this information shall be charged to the Department,
Customers, or Accenture. With Contractor's timely assistance, Accenture shall create and
maintain web -based placement of the requested contract information.
"Punchout" Alternative
The Contractor may offer, as an alternative to providing the information discussed above,
an online "punchout" solution, in which the Customer accesses the Contractor's website
directly from the System, rather than the System maintaining the Contractor's data. This
solution must allow the Customer to reach the Contractor's site, browse for contracted
items only, and return to the System with a list of items ready to be inserted into a
requisition. If Contractor selects this alternative, it must meet the following
requirements:
• The solution must conform to cXML 1.0 or 1.1 standards.
• The solution must conform to the technical specifications and implementation
requirements mutually agreed by Contractor and Accenture, and the Contractor and
Accenture must work with Accenture to ensure successful integration of the punchout
solution into the System
• The solution must have the capability to provide only those products awarded under
the contract, and block any non -contract item(s) from being added to the requisition.
Warranty
For the purposes of this section, the Contractor warrants and represents that on the date
this Amendment No. 3 takes effect, it is authorized and empowered to and hereby grants
the Department and Accenture 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 on the date this Amendment No. 3 takes effect, it
is authorized and empowered to and hereby grants the Department and Accenture 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.
If the Contractor is not the manufacturer, it shall be the Contractor's responsibility to obtain
authorization from the manufacturer to comply with the provisions of this section, including
securing any intellectual property rights of the manufacturer. If the Contractor is the
manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.
within their network that can comply with the provisions of the Contract.
5. Additional Modifications. The Department reserves the right to further revise the
collection and reporting requirements in conjunction with alterations to the System.
b. Conflict. In the event any of the terms herein conflict with the terms of the Contract,
the terms of this Amendment shall control. All other terms of the Contract remain in full force
and effect. Contractor waives and releases any and all claims for additional compensation
arising out of or relating to this Amendment.
7. Warranty of Authority. Each person signing this Amendment warrants that he or
she is duly authorized to do so and to bind the respective party.
8. Term. The term of this Amendment No. 3 shall run from the last date signed below
and be coterminous with the term of the Contract.
SO AGREED:
CONTRACTOR
Contractor Name
Address
By:
Its:
Date
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
By: Date
Approved as to form and legality by the Department General Counsel's Office:
Date
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
Governor
State Term Contract No. 252-005-01-1
Amendment No. 1
WILLIAM S. SIMON
Secretary
THIS AMENDMENT, effective as of the last date signed below, is by and between the
State of Florida Department of Management Services (the "Department") and the entity
identified below as Contractor (the "Contractor") (collectively, the "Parties"), and amends State
Term Contract No 252-005-01-1 (the "Contract").
WHEREAS the Department is implementing an electronic procurement system,
currently known as MyFloridaMarketPlace, (the "System") with the assistance of a third -party
agent, Accenture LLP ("Accenture"); and
WHEREAS the Department wishes to include the Contractor and the Contract in the
System; and
WHEREAS the Contractor desires to participate in the System; and
WHEREAS the Contract allows modifications in the event an electronic procurement
system is implemented.
THEREFORE, in consideration of the mutual promises contained below, and other good
and valuable consideration receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Registration. The Department shall allow the Contractor, following effective
registration with Accenture, to participate in the System. The Contractor shall register in the
System within ten (10) business days of the effective date of this Amendment. Contractor shall
visit www.myfloridamarketplace,com and follow the appropriate instruction in order to register.
2. Transaction Fee. Effective April 1, 2003, the Contract provision entitled
"SURCHARGE FEE AND SUMMARY OF TOTAL SALES" is deleted and replaced with the
following "Transaction Fee" section. This Transaction Fee is in lieu of, and not in addition to,
the surcharge fee authorized by section 287.1345, Florida Statutes (2002).
Transaction Fee
The Department has instituted a statewide eProcurement System ("System"), with the
assistance of a third -party agent, Accenture LLP ("Accenture"). All transactions from this
STATE PURCHASING • 4050 ESPLANADE WAY. SUITE 350, TALIAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 • Fax: 850-488-5498
Contract shall be deemed a "transaction processed through the eProcurement System" as
that term is used in the contract between the Department and Accenture. Pursuant to section
287.057(23), Florida Statutes (2002), a Transaction Fee of one percent (1.0%) of the total
dollar amount of each purchase order shall apply to all purchases from this Contract. The
fee shall be paid by the Contractor, and shall not be added to purchase orders as a separate
item. Because the Transaction Fee will be used, in part, to compensate Accenture for the
development, operation, and maintenance of the System, Accenture is an intended third -
party beneficiary of this paragraph imposing the Transaction Fee on transactions from this
Contract.
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, whether within or without the State accounting system,
Accenture shall either (1) establish with the Customer an automated process for billing and
collecting the Transaction Fee from payments that are made to the Contractor or (2) rely
upon the Contractor to self -report and pay the Transaction Fee pursuant to processes that
Accenture may establish. By submission of these reports and corresponding Contractor
deposits, Contractor is certifying their correctness. All such reports and fee deposits shall be
subject to audit by the State.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the
purchase of any item(s) if such items) 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 applicable purchase order or
Contract.
Contractors shall be responsible for reporting sales and paying user fees resulting from
sales made by authorized reselters.
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 EXCLUDED FROM BIDDING ON
DEPARTMENT CONTRACTS.
3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor
shall 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.
4. Catalog Data. Accenture is responsible for converting Contract catalog information into
a format supported by the System. To accomplish this conversion, the Contractor shall provide
certain information in electronic format directly to Accenture; alternatively, the Contractor may
follow the "punchout" solution described in more detail below.
Within ten (10) days of written notice from Accenture, Contractor shall provide all
information necessary to facilitate electronic purchases from this contract, or shall contact
Accenture and begin work on the "punchout" solution described below. Such information may
include, but is not limited to, Contractor name, SKU, brand/manufacturer, product name and brief
description, unit of measure, and price. Contractor shall provide this information in the format
requested by Accenture. No costs or expenses associated with providing this information shall be
charged to the Department, Customers, or Accenture. With Contractor's timely assistance,
Accenture shall create and maintain web -based placement of the requested contract information.
"Punchout" Alternative
The Contractor may offer, as an alternative to providing the information discussed above, an
online "punchout" solution, in which the Customer accesses the Contractor's website directly
from the System, rather than the System maintaining the Contractor's data. This solution must
allow the Customer to reach the Contractor's site, browse for contracted items only, and return to
the System with a list of items ready to be inserted into a requisition. If Contractor selects this
alternative, it must meet the following requirements:
• The solution must conform to cXML 1.0 or 1.1 standards.
• The solution must conform to the technical specifications and implementation
requirements provided by Accenture, and the Contractor must work with Accenture to
ensure successful integration of the punchout solution into the System
• The solution must have the capability to provide only those products awarded under the
contract, and block any non -contract item(s) from being added to the requisition.
Warranty
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the Department and Accenture 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 Department and Accenture 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.
If the Contractor is not the manufacturer, it shall be the Contractor's responsibility to obtain
authorization from the manufacturer to comply with the provisions of this section, including
securing any intellectual property rights of the manufacturer. If the Contractor is the
manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.
within their network that can comply with the provisions of the Contract.
5. Additional Modifications. The Department reserves the right to further revise the
collection and reporting requirements in conjunction with alterations to the System.
6. Conflict. In the event any of the terms herein conflict with the terms of the Contract,
the terms of this Amendment shall control. All other terms of the Contract remain in full force
and effect. Contractor waives and releases any and all claims for additional compensation
arising out of or relating to this Amendment.
7. Warranty of Authority. Each person signing this Amendment warrants that he or
she is duly authorized to do so and to bind the respective party.
SO AGREED:
CONTRACTOR
Contractor Name
Address
By:
Its:
Date
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
By: Date
Approved as to form and legality by the Department General Counsel's Office:
Date
Myhda.corn
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
Governor
WILLIAM S. SIMON
Secretary
Suite 315
CERTIFICATION OF CONTRACT
TITLE: Computer Software: Attachmate CONTRACT NO.: 252-005-01-1
BID NO.: Negotiated EFFECTIVE: November 15, 2000
through November 14, 2003
CONTRACTOR(S): Attachmate Corporation (A) SUPERSEDES: 250-806-96-1
ANY QUESTIONS, SUGGESTIONS, OR CONTRACT SUPPLIER PROBLEMS
WHICH MAY ARISE SHALL BE BROUGHT TO THE ATTENTION OF STEVE
POOLE AT (850) 488-4945, SUNCOM 288-4945, E-MAIL: poolea,dms.state.fl.us
A. AUTHORITY - Upon affirmative action taken by the State of Florida Department of
Management Services on November 15, 2000, a contract has been executed between the
State of Florida and the designated contractors.
B. EFFECT - This contract was entered into to provide economies in the purchase of
Attachmate Software License, Maintenance and Implementation services by all State of
Florida agencies and institutions. Therefore, in compliance with Section 287.042, Florida
Statutes, all purchases of these commodities shall be made under the terms, prices, and
conditions of this contract and with the suppliers specified.
C. ORDERING INSTRUCTIONS - All purchase orders shall be issued in accordance with
the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive
of all Federal, State and local taxes.
All contract purchase orders shall show the State Purchasing contract number, product
number, quantity, description of item, with unit prices extended and purchase order
totaled. (This requirement may be waived when purchase is made by a blanket purchase
order.)
STATE PURCHASING • 4050 ESPLANADE WAY, SUITE 350, TALIAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 • Fax: 850-488-5498
D. CONTRACTOR PERFORMANCE - Agencies shall report any vendor failure to perform according to
the requirements of this contract on Complaint to Vendor, form PUR 7017. Should the vendor fail to
correct the problem within a prescribed period of time, then form PUR 7029, Request for Assistance, is
to be filed with this office.
E. SPECIAL AND GENERAL CONDITIONS - Special and general conditions are enclosed for your
information. Any restrictions accepted from the supplier are noted on the ordering instructions.
F. CONTRACT APPRAISAL FORM - State Contract Appraisal, form PUR 7073 should be used to
provide your input and recommendations for improvements in the contract to State Purchasing for
receipt no later than 90 days prior to the expiration date of this contract.
Authorized Signature
VA/lmb
Attachments
SPECIAL CONDITIONS
PURPOSE
The purpose of this Negotiation is to extend Attachmate's volume Purchase agreement #10057 (the
Agreement) for an additional 36 months, add the General Conditions & Special Conditions of the Invitation to
Negotiate to the Agreement, and replace the Supported Products Schedule with a current Schedule. The
Agreement's purpose is to establish a 36 month contract for the purchase of Attachmate License, and
Maintenance Services by all State of Florida agencies and other eligible users in accordance with the
following Eligible Users paragraph. It is anticipated that the contract will be effective from November 15,
2000 through October 14, 2003.
ELIGIBLE USERS
Under Florida Law use of State contracts shall be available to political subdivisions (county, local county
board of public instruction, municipal, or other local public agency or authority) State Universities and private
non-profit, educational facilities as defined in Section 240.605 F.S. and the Commission for the Transportation
Disadvantaged as defined in Section 287-042 (2)(a).
OPTIONAL CONTRACT USAGE
In addition to the eligible users referenced above with the consent of the successful) respondent(s) purchases
may be made under the terms and conditions of this Negotiation, by government entities located outside the
State of Florida. Appropriate governmental entities' purchasing laws, rules and regulations shall apply to
purchases made under this contract.
ESTIMATED QUANTITIES
It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately
$1,000,000 under any contract resulting from this Negotiation. These estimated figures are given only as a
guideline for preparing your Negotiation response and should not be construed as representing actual figures
under the contract.
SPECIAL ACCOMMODATIONS
Any person requiring a special accommodation at Division of State Purchasing because of a disability should
call Division of State Purchasing at (850) 488-8440 at least five (5) workdays prior to any meeting. If you are
hearing or speech impaired, please contact the Division by using the Florida Relay Service, which can be
reached at 1 (800) 955-8771 (TDD).
SPECIAL SALES OFFERS
All purchases made from State contracts by eligible users must be in strict adherence to all terms, conditions
and prices contained therein; therefore, all contract suppliers and their representatives are required to present
any "special" price proposals directly to Division of State Purchasing.
SALES PROMOTIONS
It is understood that sales promotions may occur during the term of the contract that will lower the prices of some
products for the period of the sales promotion. Any such reduction shall appear on the using agency invoices.
Sale pricing shall be made available to all users of the contract, with the exception of sale pricing that may be
extended to educational institutions. The contractor to Division of State Purchasing shall document sales
promotions in writing. Contractor shall specify start and ending dates of the sales promotion. Division of State
Purchasing will not accept sales promotions specifying limited quantities or closeouts.
3
DELIVERY REQUIREMENTS
All prices offered shall include delivery to purchaser within 30 days. Vendor pays for shipping and handling
for all regular ground shipping. However, the State pays for any special rush orders.
NOTICE TO CONTRACTOR
The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the
Immigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation
shall be cause for unilateral cancellation of the contract.
PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity
crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a
bid on a contract with a public entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with
any public entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list.
DISCRIMINATION
In accordance with Section 287.34, Florida Statutes, an entity of affiliate who has been placed on the
discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity,
may not submit a bid on a contract with a public entity for the construction or repair of a public building or
public work, may not submit bids on lease of real property to a public entity, may not award or perform work
as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not
transact business with any public entity.
AUTHORIZED DEALERS/DISTRIBUTORS AND/OR SERVICE LOCATIONS:
On any contract where orders will be directed to Authorized Dealers/Distributors or listing Service Locations,
this information shall be provided by the vendor as part of the negotiation package in hard copy.
SURCHARGE FEE AND SUMMARY OF TOTAL SALES
Division of State Purchasing hereby imposes a vendor surcharge fee of .5% (1/2 of 1%) on contractors' sales
under any contract resulting from this negotiation. The fee will be paid by the contractor and must be included
in submitted prices and cannot be added as a separate item. Use of this contract will be optional by State
Agencies. If a State Agency elects to purchase from a source other than the resulting State contract, such
purchases shall be in accordance with Chapter 287, F.S., and 60A Florida Administrative Code.
After receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of
Florida no later than 15 days after the end of each quarter.
Vendor surcharge fee and contract number should be noted on the check and remitted to:
State of Florida
Department of Management Services
P.O. Box 5438
Tallahassee, FL 32314-5438
Contract supplier shall furnish Division of State Purchasing a detailed summary of sales at the end of each
quarter. By submission of these Sales Summary reports and corresponding vendor surcharge deposits, the
contractor(s) is certifying their correctness. All such reports and fee deposits shall be subject to audit by the
State of Florida. Summary information shall be provided each quarter and shall include the following.
4
A. State Contract Number
B. Identity of purchaser
C. Type of software sold
D. Total sales of software/New license sales per quarter and year-to-date
E. Total sales of upgrade (maintenance) releases and upgrades purchased per quarter and year-to-date
F. Total sales per quarter and year-to-date
Failure to comply with these requirements will result in the contract supplier being found in default, in which
case any and all re -procurement costs and all outstanding vendor surcharge fees may be charged against the
defaulting contractor and may result in immediate, unilateral cancellation of your contract by Division of State
Purchasing.
PRICE LISTS
On any contract where pricing is based on a Manufacturer's or Dealer's published price list (net or
discounted), the price list must be provided by the respondent as part of the package in hard copy, and on a 3.5
inch diskette as a Word or Excel document. Any subsequent revisions shall be submitted in the same format
to State Purchasing Contract Administrator, for review and approval prior to implementation. Updates may be
submitted by e-mail or diskette.
The Contract resulting from this negotiation will become a public document. The State of Florida, State
Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to
distribute State Term Contracts and product information.
Each Contract Vendor shall develop and maintain a State Contract Web Page on the Internet WWW to post
the State Contract prices. This site must be dedicated to the State of Florida Contract. Access to the site and
its information cannot be password protected. The Page must be compatible with the most recent version of
browser software being used by State Purchasing. As of the writing of this solicitation, Netscape Navigator
3.0 is the State Purchasing Browser standard. State Purchasing intends to upgrade to a new browser version as
it becomes available and fully tested, at its discretion.
State Contract Page must be as follows:
➢ Solely for current contract pricing
➢ Additional links or information may be placed on the left edge of the screen to access additional product
literature, the vendor's home page, the history of the company, etc.
➢ The center of the screen contains information and pricing that relates to only the terms on the contract
being served.
➢ The Universal Resource Locator (URL) for the Internet Page must be supplied to Purchasing prior to the
implementation of the contract.
Failure to follow the above specifications as required in this section will be grounds for the link being broken
from the State Contract and may be grounds for removal from the contract.
WARRANTY
Program Warranty
Attachmate warrants for a period of one year from the Commencement Date or the date of acceptance of the
product that each unmodified Program will perform the functions described in the Documentation.
Media Warranty
Attachmate warrants the tapes, diskettes or other media to be free of defects in materials and workmanship
under normal use for 90 days from the Commencement Date.
5
YEAR 2000 COMPLIANCE
WARRANTY:
For purposes of this Year 2000 warranty, the term "Product" shall include software, firmware, microcode,
hardware and embedded chip technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by the vendor
and purchased by the State, for which Vendor is obligated to provide maintenance service are, and in the
future, will be, Year 2000 Compliant. Year 2000 Compliant means the Product will include the ability to:
consistently handle date information before, during, and after January 1, 2000, including accepting date input,
providing date output, and processing dates; function before, during and after January 1, 2000, without the
need for program changes caused by the advent of the new century; properly handle all date related
information before and following Jan 1, 2001, including but not limited to accurate and reliable performance
in processing date and date related data, including calculating, comparing and sequencing; properly process
any and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide
output of date information in ways that are unambiguous as to century.
The duration of this warranty and the remedies available to the State for breach of this warranty shall be as
defined in, and subject to, the terms and limitations of any general warranty provisions of this contract,
provided that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of
any such warranty provision(s), defects in the Product with regard to Year 2000 Compliance, if any, will be
corrected by Vendor at Vendor's cost within a timeframe mutually agreed upon with the State. Vendor cannot
be held responsible for errors resulting from devices or systems external to this contract which are permitted to
directly access any database provided under this Agreement and overwrite Product date fields or from the
users' improper integration of non -Year 2000 Compliant systems. Nothing in this warranty shall be construed
to limit any rights or remedies the State may otherwise have under this contract with respect to defects other
than Year 2000 performance.
REMEDY CLAUSE:
In the event of any decrease in product functionality related to time and date related codes and internal
subroutines that impede the hardware or software programs from operating beyond the Millennium Date Change,
Licensors and Vendors of Licensors products, agree to immediately make required corrections to restore hardware
and software programs to the same level of functionality as warranted herein at no charge to the licensee, and
without interruption to the ongoing business of licensee, time being of the essence.
RESELLERS:
All products bid under this bid/contract will be Year 2000 compliant. Year 2000 Compliant means the
Product will include the ability to: consistently handle date information before, during, and after January 1,
2000, including accepting date input, providing date output, and processing dates; function before, during and
after January 1, 2000, without the need for program changes caused by the advent of the new century; properly
handle all date related information before and following January 1, 2001, including but not limited to accurate
and reliable performance in processing date and date related data, including calculating, comparing and
sequencing; properly process any and all date calculations before, on and after the leap year date of February
29, 2000 and store and provide output of date information in way that are unambiguous as to century.
Resellers may provide a "pass through warranty" from the manufacturers/software developer, which meets all
the warranty requirements by the State, and which shall include all other warranties provided by the
manufacturer or software developer. Reseller shall be responsible for warranty assurance, assistance,
enforcement and any other actions or remediation, required to satisfy warranty requirements.
6
FORCE MAJEURE
Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.
LIMITATION OF REMEDIES
Contractor's entire liability and the State's exclusive remedy shall be as follows:
In all situations involving performance or non-performance of machines or programming (other than licensed
programs) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of the machine or
replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of
programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or a
replacement machine, model upgrade or feature in good working order, or to restore it to good working order,
or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to the
limits set forth in this Special Condition. For any other claim concerning performance or non-performance by
Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under
this Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special
Condition.
If this contract is for purchase of machines, then the following shall apply. Contractor's entire liability for
damages to the State for any cause whatsoever, and regardless of form of action, whether in contract or in tort
including negligence, shall be limited to the greater of $100,000 or the appropriate price stated herein for the
specific machines that caused the damages or that are the subject matter of or are directly related to the cause
of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards
referred to in the General Condition 14 entitled "Patents and Royalties", or to (b) claims for re -procurement
costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(3) entitled "Default", or to (c) claims
for personal injury or damage to real or tangible personal property caused by Contractor's negligence or
tortious conduct.
If this contract is for the purchase of hardware maintenance services, then the following shall apply:
Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be
limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges
for the specific machines under this Agreement that caused the damages or that are the subject matter of, or
are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific
machines when the cause of action arose. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to
(b) claims for re -procurement costs or costs to cover pursuant to State Purchasing Rule 60A-1.006(3) entitled
"Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal
property caused by the Contractor's negligence or tortious conduct.
If this contract is for purchase of software maintenance services, then the following shall apply: Contractor's
entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual
damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the specific
software product under this Agreement that caused the damages or that are the subject matter of, or are
directly related to, the cause of action. Such maintenance charges will be those in effect for the specific
software product when the cause of action arose. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties", or to
(b) claims for re -procurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(3)
entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible
personal property caused by Contractor's negligence or tortious conduct.
7
If this contract is for services other than hardware or software maintenance, then the following shall apply:
Contractor's entire liability and the state's exclusive remedy for damages to the state for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be
limited to actual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the
services which are the subject matter of, or are directly related to, the cause of action. The foregoing
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in "Patents and
Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to State Purchasing Rule 60A-
1.006(3) entitled "Default", or to (c) claims by the Department for personal injury or damage to real property
or tangible personal property caused by the Contractor's negligence or tortious conduct
If this contract is for the acquisition of licensed programs, including personal computer licensed programs,
then the following shall apply: Contractor's entire liability and the State's exclusive remedy shall be as
follows: In all situations involving performance or non-performance of licensed programs furnished under
this Agreement, the State's remedy is (1) the correction by the Contractor of licensed program defects, or (2)
if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the State
shall be entitled to recover actual damages to the limits set forth in this section. For any other claim
concerning performance or non-performance by the Contractor pursuant to, or in any way related to, the
subject matter of this Agreement the State shall be entitled to recover actual damages to the limits set forth in
this section. Contractor's liability for damages to the State for any cause whatsoever, and regardless of the
form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000
or the one time charges paid for, or any monthly license or initial license charges which would be due for 12
months use of the licensed program that caused the damages or that is the subject matter of, or is directly
related to, the cause of action and shall include any initial or process charges paid to the Contractor. This
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General
Condition 14 entitled "Patents and Royalties" or to (b) claims for re -procurement costs or the cost of cover
pursuant to State Purchasing Rule 60A-1.006(3) entitled "Default", or to (c) claims for personal injury or
damage to real or tangible personal property caused by the Contractor's negligence or tortious conduct.
Contractor shall hold and save the State harmless for any and all suits and judgments against the State for
personal injury or damage to real or tangible personal property caused by Contractor's tortious conduct in the
performance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of any
claim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with the
State in the control, defense and trial of any claims and any related settlement negotiations and, provided
further, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such
claim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of the
defense, trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in the
defense of any claim.
In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform the
State's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been
advised of the possibility of such damages, or for (c) any claim against the State by any other party, except as
provided in the hold harmless provision of the preceding paragraph of this Special Condition and except as
provided in the General Condition entitled "Patents and Royalties", or for (d) any damages caused by
performance or non-performance of machines or programming located outside the United States or Puerto
Rico.
VISA ACCEPTANCE
The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may
receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa
acceptance is mandatory but is not the exclusive method of payment. Please indicate your ability to
accept Visa in the space provided on the Ordering Instruction sheet of the bid.
RENEWAL
State Purchasing reserves the option to renew the period of this contract, or any portion thereof, for an additional
term not to exceed the original contract period. Renewal of the contract period shall be by mutual agreement in
writing.
RESPONSIBILITIES
Peregrine Systems, Inc. shall maintain and update the licensing records of each eligible agency that purchases
from the contract. In turn, the agencies shall designate a liaison to maintain pertinent records and inform
Peregrine Systems, Inc. of any changes.
DISTRIBUTION OF CERTIFICATION OF CONTRACT
One (1) copy of the Certification of Contract shall be furnished to each contractor as a result of this bid. No
additions, deletions or changes of any kind shall be made to this certification by the contractor without prior
approval of State Purchasing.
ORDER OF PRECEDENCE
If there is a conflict between the Attachmate Agreement and the provisions of the General and Special
Conditions then the General and Special Conditions shall take precedence and govern. The order of
precedence is as follows: Special Conditions, General Conditions, Attachmate Volume Purchase Agreement
as amended and the Enrollment Agreement.
9
Agreement Number
10057
ATTACHMATE® VOLUME PURCHASE AGREEMENT
This Agreement is entered into by and between Attachmate Corporation ("Attachmate") and State of Florida
Department of Management Services or Eligible User, as appropriate ("Customer").
ATTACHMATE CUSTOMER
Attachmate Corporation State of Florida
3617 131 st Avenue S.E. Department of Management Services
P.O. Box 90026 4050 Esplanade Way, Ste. 315
Bellevue, Washington 98009-9026 Tallahassee, FL 32399-0950
Attn: Contracts Department Attn: Vonnie Allen
Phone: (425) 644-4010 Phone: (850) 487-2304
Facsimile: (425) 649-6007 Facsimile: (850) 488-5498
WHEREAS Attachmate is the owner, developer or supplier of software and hardware products and services,
and
WHEREAS the purpose of this Agreement is to set forth the terms and conditions under which Customer shall
have the right to order and receive products and services from Attachmate, and
WHEREAS the parties desire that Customer be granted certain rights with respect to the supply and use of
Attachmate products and services.
NOW, THEREFORE, in consideration of the respective covenants and conditions contained herein, the parties
agree as follows:
1. Eligible Users.
Customer's Eligible Users are defined as any political subdivisions (including but not limited to
county, local county board of public instruction, municipal, or other local public agency or authority)
and State Universities, which may desire to acquire Attachmate products or services under this
Agreement. Customer's Eligible Users may order products and services under this Agreement, subject
to execution of an Eligible Users Form completed by each Eligible User desiring to be a party to this
Agreement. Customer and any Eligible User shall be independently liable to Attachmate for any
breach of this Agreement by the Customer or the Eligible User.
2. Definitions.
2.1 "Documentation" refers to all user guides, reference manuals, tutorial manuals and other written
material which Attachmate generally provides for delivery with the Products specified in the
Supported Products Schedule.
2.2 "Products" means the hardware, software and support products listed in the Supported Products
Schedule which are available to Customer under this Agreement and which Customer shall be able to
place orders for by furnishing a purchase order to Attachmate at any time during the Term of this
Agreement. "Full" Products include media and Documentation. "Right -to -Copy" Products are license
only Products which do not include media or Documentation. "A -License" Products provide only a
Software License card.
10
2.3 The "Software License" refers to the So ` are License Agreement delivered with the Products, or, in
the case of Right -to -Copy Products, the Software License delivered with the master copy of the
Right -to -Copy Products. In the event of any conflict between the provisions of the Software License
and the provisions contained herein, the provisions of this Agreement shall govern.
3. License Grant.
3.1 Subject to the terms and conditions of t a Software License, Attachmate grants Customer a right to use
and distribute Products to end users. All rights not expressly granted herein are reserved by
Attachmate. Customer agrees to provid Products only to those of its end users who agree to be bound
to the terms and conditions of the Softw a License.
3.2 Customer may place orders for Full, A icense, or Right -to -Copy Products at the price per unit as
defined in the Supported Products Sche ule. Customer's purchase order and Attachmate's subsequent
invoice for Right -to -Copy Products shal be proof of Customer's right to copy and use Products under
this Agreement. Customer's right to cop the Products as detailed herein shall remain in effect until
terminated in accordance with the terms and conditions of the Agreement.
4. Orders. Char ' es and Pa went
4.1 Customer agrees to pay the charges for
So long as Customer provides Attachma
shall not be charged any applicable taxe
this Agreement.
4.1.1 Upon receipt of invoice, Customer h
services, unless the bid specification
20 days to deliver a request for pay
20 days are measured from the latter
received, inspected and approved. If
penalty set by the Comptroller pursu
to the invoice amount, to Attachmat
purchasing office. The interest penal
providers, as defined by rule. Interes
Attachmate requests payment. Invoic
preparation errors will result in a del
start until a properly completed invoi
invoice, Customer agrees to provide
invoice along with an explanation of
the Department of Banking and Finai
for vendors who may be experiencing
The Vendor Ombudsman may be con
Hotline, 1 800-848-3792. The Divisi
circumstances surrounding non-payrr.
in writing, authorize Attachmate to re
time as the Customer complies with t
4.2 All purchase orders are subject to Attachm
own purchase order form, such use shall be
or conflicting terms and conditions contain
roducts in accordance with the Supported Products Schedule.
e with a valid copy of its tax exempt certificate, Customer
on the Attachmate products purchased by Customer under
s five (5) working days to inspect and approve the goods and
, purchase order or contract specifies otherwise. Customer has
ent (voucher) to the Department of Banking and Finance. The
of the date the invoice is received or the goods or services are
payment is not available within 40 days, a separate interest
nt to Section 155.03, F.S. will be due and payable, in addition
. To obtain the applicable interest rate, contact the Customer
provision applies after a 35 day time period to health care
penalties of less than one dollar will not be enforced unless
es which have to be returned to Attachmate because of
y in the payment. The invoice payment requirements do not
ce is provided by Attachmate. Upon receipt of any incorrect
ttachmate with written notice of such improperly completed
e error. A Vendor Ombudsman has been established within
ce. The duties of this individual include acting as an advocate
problems in obtaining timely payment(s) -from Customer.
tacted at (904) 488-2924 or by calling the State Comptroller's
n of Purchasing shall review the conditions and
ent, and unless there is a bona fide dispute, the Division may,
ect and return purchase orders from Customer until such
e provisions of Section 215.422, F.S.
te's approval and acceptance. If Customer chooses to use its
considered a matter of convenience only and any additional
d therein are agreed to be unintended and therefore deleted.
11
5. Record Keeping and Audits.
5.1 Customer agrees to maintain records (
Products, and payment therefore, and
each copy of the Products received or
records for two (2) years after termina
5.2 Attachmate shall have the right, durin
its cost, to audit Customer's records as
Customer's compliance with the terms
conducted during normal business ho
not to interfere unreasonably with the
Customer no less than ten (10) days p
auditor(s) chosen by Attachmate to pe
agreement with Attachmate sufficient
should disclose that Customer's report
pay Attachmate the amount of the dis
fraction thereof, from the date(s) of su
pay any amounts allowed pursuant to
6. Shipment.
Shipment of Products, if required, will
the Products in the possession of a c
the destination designated in Custome
documents, if any, necessary for the C
expense of putting the Products in the,
to Customer at the Shipping Point wh
Attachmate. Unless Customer otherwi
designate such carrier as it deems app
7. Shipment Dates.
Attachmate shall use its reasonable be
Customer. Attachmate may make part
requested shipment date(s). If Attach
requested by Customer under any order
event shall Attachmate be liable to Cu
failure to fulfill or meet shipment date
efforts to notify Customer if Attachma
date(s).
8. Export.
Customer acknowledges that the Products nd related technical information are subiect to the
export control laws and regulations of the United States, and any amendments thereof. Customer
confirms that it will not export or re-export, Products and technical information, directly or indirectly,
without obtaining all necessary government authorizations.
) relating to its reproduction, copying and distribution of the
b) which accurately identify the status and physical location of
ade under this Agreement. Customer agrees to retain all such
ion or expiration of the Agreement.
the term of this Agreement and for two (2) years thereafter, at
necessary to verify any reports issued by Customer and
of this Agreement, provided that such audit(s) shall be
rs at Customer's normal place of business in such a manner as
usiness operations of Customer. Attachmate shall give
for written notice of its desire to perform such audit. Any
form such audit shall be required to sign a non -disclosure
o protect Customer's confidential information. If any such audit
understate the actual fees payable by Customer, Customer shall
repancy on any discrepant amount for each calendar month, or
h understatement. Customer agrees to investigate, verify and
he laws of the State of Florida.
be F.O.B. Customer's designated location. Attachmate shall put
ier, contract with the carrier for the shipment of the Products to
's order, and obtain and promptly deliver to Customer the
stomer to obtain the Products. Attachmate shall bear the
ossession of the carrier. Risk of loss of the Products shall pass
n the Products are put in the possession of the carrier by
e designates and arranges for the carrier, Attachmate may
priate.
t efforts to comply with shipment date(s) requested by
1 shipments of the Products from time to time prior to the
ate is unable or fails to comply with any shipment date(s)
, Customer may cancel, reduce or reschedule such order. In no
tomer for damages (however described or arising) for any
s) requested by Customer. Attachmate shall use reasonable
e is unable or will fail to comply with such requested shipment
9. Warranty.
As per the Special Conditions. All other warranties regarding the products and any related items
provided under this agreement, whether oral or written, Express or implied, are hereby DISCLAIMED.
The implied warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE
ARE ALSO EXPRESSLY DISCLAIMED.
12
10. LIMITATION OF LIABILITY.
Attachmate's liability for damages under or in connection with this Agreement, from any cause
whatsoever and regardless of the form of action, shall be limited to the actual damages proven, and in
no event to exceed the total fees paid by Customer under this Agreement. SUBJECT TO
APPLICABLE LAW, IN NO EVENT SHALL ATTACHMATE AND ITS SUPPLIERS BE LIABLE
FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR OTHER
SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS
INTERRUPTION DAMAGES, EVEN IF ATTACHMATE AND ITS SUPPLIERS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Notice.
Any written notice permitted or required by this Agreement shall be deemed given if mailed, by
certified mail, return receipt requested, or sent by recognized air express service, to the intended
recipient at the address specified above, or to such other address as designated by written notice.
12. Excusable Delav/Assignment.
Neither party will be liable for, or be considered to be in breach of this Agreement on account of, any
delay or failure of performance required herein, if resulting from causes or conditions beyond such
party's control. This Agreement is not assignable by Customer without the prior written consent of
Attachmate. Any attempt to assign any of the rights, duties or obligations of this Agreement without
such consent is void.
13. Term. Termination and Effect of Termination.
13.1 The term of this Agreement shall be effective upon Attachmate's execution and shall continue for an
initial term of three (3) years. This Agreement may be extended with similar terms and conditions
upon the mutual written agreement of both parties.
13.2 In the event of any default, breach or repudiation of this Agreement by either party, or in the event
either party becomes insolvent, calls a meeting of its creditors or makes an assignment for the benefit
of its creditors, or if any bankruptcy, insolvency, reorganization or arrangement proceeding is
commenced by or against either party, the non breaching party shall have, in addition to any and all
other rights and remedies at law, equity or otherwise, the option to: (i) cancel this and any other
transaction with the breaching party, (it) defer any delivery of Products hereunder, and/or, (iii) declare
charges hereunder immediately due and payable.
13.3 Customer's breach of the Software License, or Customer's failure to make prompt payment under this
Agreement, shall, at Attachmate's option, constitute grounds for immediate termination of this
Agreement. In the event of such termination, all licenses previously granted hereunder shall
immediately terminate and Customer's right to copy and use Products hereunder shall cease.
Otherwise, in the event of termination or expiration of this Agreement, all licenses rightfully granted
and paid for hereunder prior to such termination shall remain in effect in accordance with the Software
License.
14. Severability.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
15. Waiver
13
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent
or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective
unless made in writing and signed by an authorized representative of the waiving party.
16. General.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. This Agreement (together with the applicable schedules(s), if any, identified below, and any
amendments or other writings agreed to between the parties and executed by authorized representatives
of each party) constitutes the entire and final agreement between the patties regarding its subject
matter; is intended as a complete and exclusive statement of the terms and conditions of that
agreement; and supersedes any prior or contemporaneous agreements, whether oral or written, between
the parties regarding such subject matter. The individuals signing this Agreement for Customer
acknowledges having read and understood the Agreement, and representatives that s/he is authorized to
act for Customer in this transaction. The order of precedence shall be the Special Conditions, General
Conditions, and this Volume Purchase Agreement.
Agreed to and Accepted By:
ATTACHMATE CORPORATION CUSTOMER
By: By:
Printed Name: Printed Name:
Title: Title:
Date: Date:
14
Agreement Number
10057
SUPPORTED PRODUCTS SCHEDULE
This Schedule sets forth the specific Products to be provided to Customer under the terms and conditions of
the Attachmate Volume Purchase Agreement dated between Customer and
Attachmate and the additional terms and conditions of this Schedule.
"Price Per Unit" means the price of each unit of Product ordered by Customer, as such per unit price is set
forth below.
It is understood and agreed that the pricing provided to Customer herein is based on Customer's
commitment to purchase the amount of Products as set forth in the Minimum Commitment no later than
the Milestone Dates below. Customer agrees to place its Initial Order for the Products upon execution
of this Agreement.
Minimum Commitment:
Initial order (20%):
Milestone Dates: $ by
$ by
$ by
$ by
15
Agreement Number
10057 Enrollment Agreement
This Enrollment Agreement relates to and expressly incorporates herein all the terms and conditions,
that certain Attachmate Volume Purchase Agreement and the Amendment to the Volume Purchase
Agreement dated the day of 2000 (collectively the
"Agreement'), by and between Attachmate Corporation ("Attachmate"), on the one hand and the
STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES, DIVISION OF
PURCHASING ("Customer").
Attachmate and Customer have agreed to allow the Customer affiliate(s) identified below ("Eligible Users") to
order Products under the terms of the Agreement. In consideration of Attachmate granting the Eligible Users
the right to order Products under the terms and conditions of the Agreement, the Eligible User hereby agrees
to be bound by and abide by the terms and conditions of the Agreement
The undersigned ("Eligible User") hereby represents, warrants and agrees as follows:
1. It is an eligible User as defined in the Agreement.
2. The Eligible User has read the Agreement, understands its terms and conditions and agrees to be legally
bound by the Agreement. The Eligible User shall be directly responsible to Attachmate for the
performance of its obligations under the Agreement and shall be subject to any and all claims and
remedies, whether at law or in equity, that may be available to Attachmate by reason of Eligible User's
breach of any such obligations.
3. In the event Eligible User breaches any of its obligations herein, Attachmate may without waiving or
otherwise limiting any other remedies, available to Attachmate under the Agreement or under applicable
law, terminate this Enrollment upon (i) thirty (30) days prior written notice to Eligible User and (ii)
Eligible User's failure to cure within that 30-day period. This Enrollment and all rights arising hereunder
shall in any event terminate upon expiration or termination of the Agreement.
4. Eligible User represents and warrants that it has full power and authority to execute the Enrollment and
has cause this Enrollment to be executed by its duly -authorized representative.
Agreed to and Accepted by:
ATTACHMATE CORPORATION ELIGIBLE USER
Authorized Signature Authorized Signature
Printed Name, Title Printed Name, Title
Date Date
PO Box 90026
Bellevue, WA 98009-9026
Address
Address
16
COMMODITY NUMBERS
252-030-030 ATTACHMATE SOFTWARE APPLICATIONS
252-260-030 ATTACHMATE DEVELOPMENT TOOLS SOFTWARE
252-590-030 ATTACHMATE OPERATING SYSTEMS SOFTWARE
252-920-030 ATTACHMATE UTILITIES SOFTWARE
ATTACHMATE
PRICE SHEET
TO VIEW PRICING CLICK ON THE FOLLOWING LINK:
http://www.attachmate.com/products/florida/
18
ORDERING INSTRUCTIONS
NOTE: ALL ORDERS SHOULD BE DIRECTED TO: Sales Administration
SPURS VENDOR NUMBER: 91-1238718
VENDOR: Attachmate Corporation
STREET ADDRESS OR F.O. BOX: P.O, Box 90026
CITY, STATE, ZIP: Bellevue, WA 98009-9026
TELEPHONE: 425-644-4010 ext. 4090
TOLL FREE NO.: 800-426-6283 choose option 3
ELECTRONIC MAIL ADDRESS: SalesadministrationUS@attachmate.com
ORDERING FAX NO.: 425-649-6037
REMIT ADDRESS P.O. Box 90026
CITY, STATE, ZIP: Bellevue, WA 98009-9026
WILL ACCEPT THE VISA CARD
PRODUCT
INFORMATION: DIRECT INQUIRY TO:
NAME AND TITLE: Tracy Disisto — Account Executive
ADDRESS: 3617 131s' Ave SE
CITY, STATE, ZIP: Bellevue, WA 98006
TELEPHONE: 440-877-0460
FAX NO.: 440-237-3146
URL HOME PAGE ADDRESS: http://www.attachmate.com
ELECTRONIC MAIL ADDRESS: tracydi@attachmate.com