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Home My WebLink AboutamendmentFLORIDA DEPARTMENT OF MANAGEMENT SERVICES JEB BUSH Governor State Term Contract No. 725-000-03-1 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. 725-000-03-1 (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.myfloridarnarketplace.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). State Purchasing • 4050 Esplanade Way, Suite 350, Tallahassee, Florida 32399-0950 TELEPHONE: 850-488-8440 • FAX: 850-488-5498 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 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 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 applicable purchase order or Contract. Contractors shall be responsible for reporting sales and paying Transaction Fees resulting from sales made by authorized resellers. 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: STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES Date By: Date Approved as to form and legality by the Department General Counsel's Office: Date