HomeMy WebLinkAboutbidders instructions1.0 Instructions to Bidders
Contents
1.01 Definitions
1.02 General Instruction
1.03 Terms and Conditions
1.04 Who May Bid
1.05 Ordering Instructions
1.06 Basis for Award
1.07 Questions/Contract Specialist
1.08 Conflict of Interest
1.09 Convicted Vendors
1.10 Discriminatory Vendors
1.11 Bidder's Representation and Authorization
1.12 Performance Qualifications
1.13 Execution of Bid
1.14 Submittal of Bid
1.15 Bid Tabulation
1.16 Special Accommodation
1.17 Firm Bids
1.18 Clarifications/Revisions
1.19 Contract Formation
1.20 Notice of Award
1.21 Contract Overlap
1.22 Purchasing Card Program
1.23 Public Records
1.24 Protests
1.01 Definitions: See the general conditions for definitions of "bid," "Contract," "Contractor,"
"Customer," "Department," "product," "purchase order," and "State," which terms are material
to these instructions.
1.02 General Instruction: The bidder shall read all of the solicitation documents and comply
with all specified requirements.
1.03 Terms and Conditions: All bids are subject to the terms of the following sections of these
solicitation documents, which, in case of conflict, shall have the order of precedence listed:
technical specifications; instructions to bidders; and general conditions. These terms and
conditions supersede the "general conditions" contained in the Bidder Acknowledgement form
(PUR 7027 Rev. 6/1/98), which is included in section 4.0 of these solicitation documents. The
Department objects to and shall not consider any additional terms or conditions submitted by a
bidder, including any appearing in documents attached as part of a bidder's response. In signing
and submitting its bid, a bidder agrees that any additional terms or conditions, whether submitted
intentionally or inadvertently, shall have no force or effect. Failure to comply with terms and
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conditions, including those specifying information that must be submitted with a bid, shall be
grounds for rejecting a bid.
1.04 Who Mav Bid: Manufacturers and Certified Dealers for specified Cellular and Paging
Equipment and Services and pager services are invited to respond to this solicitation. By
submitting a bid, each bidder certifies that it satisfies the following criteria, in addition to any
other specified in the solicitation documents.
Full -service office with business hours of 8:00 A.M. E.S.T. to 5:00 P.M. E.S.T. weekdays
(minimum) and with staff capable of handling inquiries and orders on -location during
those business hours (including lunch hour).
In furtherance of the One Florida Initiative, bidders are encouraged to seek the participation of
woman- and minority -owned business enterprises (WMBE). Information on the One Florida
Initiative and WMBEs is available from the Office at Supplier Diversity at httpa/osd.dms.state.fl.us.
Please identify each WMBE that will participate in the Contract and the nature of the participation.
1.05 Ordering Instructions: On the Ordering Instructions form included in section 4.0 of these
solicitation documents, bidders shall identify those dealers or resellers that will accept orders and
complete deliveries and certify that they are authorized to do so.
1.06 Basis for Award: The Department intends to make awards to one or more of the
responsive highest scoring bidders, for Pager Services and Cellular Services. EACH BIDDER
SHALL SUBMIT WITH ITS BID BOTH A HARD COPY AND AN ELECTRONIC
COPY OF THE LIST THE BIDDER USES AS THE BENCHMARK LIST AGAINST
WHICH TO MEAURE OFFERED PRICE SAVINGS. This Benchmark List must be
composed of list prices generally available to the citizens of the state of Florida.
To be responsive, bidders must offer a minimum twenty-five percent (25%) discount to their
published benchmark price list on a statewide basis.
Bids will be scored as follows, with price being the controlling criterion. Price will be based upon
the lowest total net discounted price for a given category. The lowest bidder will receive the
maximum number of points (100), and others will be awarded points according to this formula: (N /
X) * C = Z, where
N = lowest price bid
X = bidder's price
C = total number of points (100)
Z = points awarded
A maximum of ten bonus points will be awarded as follows.
more than one basis, but the total shall not exceed ten points.
10 points — Bidder is a Florida -certified WMBE. (submit copy
Office of Supplier Diversity (http://osd.dms.state.fl.us/)).
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A bidder may receive points on
of certification from the Florida
4 points — Bidder is incorporated in, or has its principal place of business in, Florida (submit
proof from the Florida Secretary of State, Division of Corporations, or certification from
company officer).
2 points — Bidder is a WMBE certified by another state of the federal government (submit copy
of certification from the other state or the federal government).
A bidder shall submit with its bid conclusive proof that it qualifies for bonus points. FAILURE
TO INCLUDE THIS INFORMATION WITH THE BID SHALL PRECLUDE AN
AWARD OF BONUS POINTS.
Bidder may bid options and accessories for specified basic units only. The bidder must receive
an award for the specified basic unit in order to receive an award for options and accessories.
The Department reserves the right to accept or reject any individual item(s) offered as options
and accessories.
Bidders are solely responsible for submitting the appropriate forms with their bid. To assist
bidders, a bid preparation checklist is included in section 4.0 of these solicitation documents. To
avoid submitting unnecessary paper, the bidder is not required to submit the Technical
Specifications, Section 2.0, with their bid.
The Department reserves the right to reject pricing that is greater than pricing offered to other
potential Customers (e.g., city, county, university, or federal contracts). The Department reserves
the right to accept or reject any and all bids, or separable portions, and to waive any minor
irregularity, technicality, or omission if the Department determines that doing so will serve the
State's best interest.
1.07 Questions/Contract Specialist: Bidders shall address any question regarding this
solicitation to the person who is identified on the cover sheet of this solicitation package. Do not
contact Customers directly. Questions shall be in writing, shall reference the ITB number and
the bid opening date, and shall be RECEIVED NO LATER THAN October 30, 2002, and
shall be answered in writing on or before November 5, 2002. The Department shall post
amendments to the solicitation documents on the Florida Vendor Bid System at
www.mvflorida.com under the posted solicitation number (click on Business and then Doing
Business with the State; under Everything for Vendors and Customers, click Vendor Bid System
(VBS) and then Search Advertisements. In the Agency drop -down menu, select Department of
Management Services, then click Initiate Search). Each bidder is responsible for monitoring this
site for new or changing information. The Department shall not be bound by any verbal
information or by any written information that is not either contained within the solicitation
documents or formally noticed and issued by the Department.
1.08 Conflict of Interest: This solicitation is subject to chapter 112 of the Florida Statutes.
Bidders shall disclose with their bid the name of any officer, director, employee or other agent
who is also an employee of the State. Bidders shall also disclose the name of any State
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employee who owns, directly or indirectly, an interest of five percent (5%) or more in the bidder
or its affiliates.
1.09 Convicted Vendors: A person or affiliate placed on the convicted vendor list following a
conviction for a public entity crime is prohibited from doing any of the following for a period of
36 months from the date of being placed on the convicted vendor list: submitting a bid on a
contract to provide any goods or services to a public entity; submitting a bid on a contract with a
public entity for the construction or repair of a public building or public work; submitting bids on
leases of real property to a public entity; being awarded or performing work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity; and transacting
business with any public entity in excess of the Category Two threshold amount ($25,000)
provided in section 287.017 of the Florida Statutes.
1.10 Discriminatory Vendors: An entity or affiliate placed on the discriminatory vendor list
pursuant to section 287.134 of the Florida Statutes 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,
sub -contractor, or consultant under a contract with any public entity; and may not transact
business with any public entity.
1.11 Bidder's Representation and Authorization: In submitting a bid, each bidder
understands, represents, and acknowledges the following (if the bidder cannot so certify to any of
following, the bidder shall submit with its bid a written explanation of why it cannot do so).
• The bidder is not currently under suspension or debarment by the State or any other
governmental authority.
• To the best of the knowledge of the person signing the bid, the bidder, its affiliates,
subsidiaries, directors, officers, and employee are not currently under investigation by any
governmental authority and have not in the last ten (10) years been convicted or found liable
for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with
respect to bidding on any public contract.
• To the best of the knowledge of the person signing the bid, the bidder has no delinquent
obligations to the State, including a claim by the State for liquidated damages under any
other contract.
• The bid is made in good faith and not pursuant to any agreement or discussion with, or
inducement from, any firm or person to submit a complementary or other noncompetitive
bid.
• The bid prices and amounts have been arrived at independently and without consultation,
communication, or agreement with any other bidder or potential bidder; neither the prices nor
amounts, actual or approximate, have been disclosed to any bidder or potential bidder, and
they will not be disclosed before bid opening.
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• The bidder has fully informed the Department in writing of all convictions of the firm, its
affiliates (as defined in section 287.133(1)(a) of the Florida Statutes), and all directors,
officers, and employees of the firm and its affiliates for violation of state or federal antitrust
laws with respect to a public contract for violation of any state or federal law involving fraud,
bribery, collusion, conspiracy or material misrepresentation with respect to a public contract.
This includes disclosure of the names of current employeeswho were convicted of contract
crimes while in the employ of another company.
• Neither the bidder nor any person associated with it in the capacity of owner, partner,
director, officer, principal, investigator, project director, manager, auditor, or position
involving the administration of federal funds:
o Has within the preceding three years been convicted of or had a civil judgment rendered
against them or is presently indicted for or otherwise criminally or civilly charged for:
commission of fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a federal, state, or local government transaction or public contract;
violation of federal or state antitrust statutes; or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property; or
o Has within a three-year period preceding this certification had one or more federal, state,
or local government contracts terminated for cause or default.
• The product offered by the bidder will conform to the specifications without exception.
• The bidder has read and understands the Contract terms and conditions, and the bid is made
in conformance with those terms and conditions.
• If an award is made to the bidder, the bidder agrees that it intends to be legally bound to the
Contract that is formed with the State.
• The bidder has made a diligent inquiry of its employees and agents responsible for preparing,
approving, or submitting the bid, and has been advised by each of them that he or she has not
participated in any communication, consultation, discussion, agreement, collusion, act or
other conduct inconsistent with any of the statements and representations made in the bid.
• The bidder shall indemnify, defend, and hold harmless the Department and its employees
against any cost, damage, or expense that may be incurred or be caused by any error in the
bidder's preparation of its bid.
• All information provided by, and representations made by, the bidder are material and
important and will be relied upon by the State in awarding the Contract. Any misstatement
shall be treated as fraudulent concealment from the State of the true facts relating to
submission of the bid. A misrepresentation shall be punishable under law, including, but not
limited to, Chapter 817 of the Florida Statutes.
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1.12 Performance Qualifications: The Department reserves the right to investigate or inspect
at any time whether the product, qualifications, or facilities offered by bidder meet the Contract
requirements. Bidder shall at all times during the Contract term remain responsive and
responsible. Bidder must be prepared, if requested by the Department, to present evidence of
experience, ability, and financial standing, as well as a statement as to plant, machinery, and
capacity of the bidder for the production, distribution, and servicing of the product bid. If the
Department determines that the conditions of the solicitation documents are not complied with,
or that the product proposed to be furnished does not meet the specified requirements, or that the
qualifications, financial standing, or facilities are not satisfactory, or that performance is
untimely, the Department may reject the bid or terminate the Contract. Bidder may be
disqualified from receiving awards if bidder, or anyone in bidder's employment, has previously
failed to perform satisfactorily in connection with public bidding or contracts. This paragraph
shall not mean or imply that it is obligatory upon the Department to make an investigation either
before or after award of the Contract, but should the Department elect to do so, bidder is not
relieved from fulfilling all Contract requirements.
1.13 Execution of Bid: Each bid shall be in the form included with these solicitation documents
and manually signed by an authorized representative of the bidder. Bids shall be typed or printed
in permanent ink. Any correction or alteration shall be in ink and initialed. The bidder's name
shall appear on each page of the bid in the space noted. Each bid shall include the Bidder
Acknowledgement form (PUR 7027 Rev. 6/1/98), but the "General Conditions" of that form are
superseded by the terms of and conditions of these solicitation documents. Each bid shall
include a copy of the Contract form, signed by a person authorized to bind the Company.
Bidders may bid fewer than all of the product categories and sub -categories outlined in the
Technical Specifications and noted on the bid tables included in section 4.0 of these solicitation
documents. A bidder may return only those bid tables containing categories it is bidding, but
shall identify in a cover letter exactly which pages it is submitting. Bidders are solely responsible
for submitting the appropriate forms with their bid.
1.14 Submittal of Bid: Submit the original bid and one copy in a sealed envelope. DO NOT
INCLUDE MORE THAN ONE BID PER ENVELOPE. EACH BIDDER SHALL SUBMIT
BOTH A HARD COPY AND AN ELECTRONIC COPY OF THE BID WITH ITS
RESPONSE. The face of the envelope shall indicate State Purchasing's address, the bid number,
and date and time of the bid opening. Bids not submitted on the forms included with these
solicitation documents shall be rejected. Each bidder is responsible for ensuring that its bid is
delivered at the proper time and to the proper place. The Department shall not consider late bids.
BIDS MUST BE RECEIVED AT STATE PURCHASING, 4050 ESPLANADE WAY,
ROOM 380G, TALLAHASSEE, FLORIDA, AT OR BEFORE 2:00 P.M. ON November
13, 2002.
1.15 Bid Tabulation: Bid Tabulation and Notice of Intended Award: Bids shall be opened
on the date specified on the Bidder Acknowledgement form (FUR 7027 Rev. 6/1/98), or as
amended, and thereafter tabulated. Prices will not be read, pursuant to section 119.07(m) of the
Florida Statutes. Based on the bid tabulation, on the date specified on the Bidder
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Acknowledgement form, the Department shall electronically post a notice of intended award at
http://fcn.state.fl.usIowa vbs/owa/vbs www.main menu. If the notice of award is delayed, in
lieu of posting the notice the Department shall post a notice of the delay and a revised date for
posting the notice of intended award. Any person who is adversely affected by the decision shall
file with the Department a notice of protest within 72 hours after the posting of the notice of
intended award (see Instructions in Paragraph 1.24 for more information on protests). The
Department shall not provide bid tabulations by telephone.
1.16 Special Accommodation: Any person requiring a special accommodation at State
Purchasing because of a disability should call State Purchasing at (850) 488-8440 at least five (5)
workdays prior to the bid opening. If you are hearing or speech impaired, please contact State
Purchasing by using the Florida Relay Service at (800) 955-8771 (TDD).
1.17 Firm Bids: The Department may make award within sixty (60) days after the date of bid
opening, during which period bids shall remain firm and shall not be withdrawn. If award is not
made within sixty (60) days, a bid shall remain firm until either the Department awards the
Contract or the Department receives from the bidder written notice that the bid is withdrawn.
Any bid that expresses a shorter duration may, in the Department's sole discretion, be accepted
or rejected.
1.18 Clarifications/Revisions: Before award, the Department reserves the right to seek
clarifications, to request bid revisions, and to request any information deemed necessary for
proper evaluation of bids from all bidders deemed eligible for Contract award. Failure to provide
requested information may result in rejection of the bid.
1.19 Contract Formation: No contract shall be formed between bidder and the Department until
the Department signs the Contract. The Department shall not be liable for any costs incurred by
a bidder in preparing or producing its bid or for any work performed before the Contract is
effective.
1.20 Notice of Award: The Department shall issue a notice of award, if any, to successful
bidders, who shall be responsible for reproducing and distributing copies of the notice and
Contract documents to all of the dealers or resellers identified in the bid as authorized to accept
purchase orders and complete deliveries and to all authorized service centers.
1.21 Contract Overlap: Bidders shall identify any products covered by this solicitation that they
are currently authorized to furnish under any other contract with the Department. By entering
into the Contract, a Contractor authorizes the State to eliminate duplication between agreements
in the manner the State deems to be in its best interest.
1.22 Purchasing Card Program: The State has implemented a purchasing card program
through Bank of America, using the Visa network. Contractors will receive payment from the
purchasing card in the same manner as other Visa purchases. Accordingly, bidders must
presently have the ability to accept Visa or take whatever steps necessary to implement the
ability before the start of the Contract term. The State reserves the right to revise this program in
conjunction with implementation of an on-line procurement system.
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1.23 Public Records: Florida law generously defines what constitutes a public record; see, for
example, section 119.07 of the Florida Statutes. If a bidder believes that its bid contains
information that should not be a public record, the bidder shall clearly segregate and mark that
information (for example, stamp each page "Confidential" and place it in an envelope marked
"Confidential") and briefly describe in writing the grounds for claiming exemption from the
public records law. The Department will not independently evaluate the bidder's claim of
exemption. If the Department receives a public records request related to the bid, the
Department shall notify the bidder in writing at least seven days before making the information
available for review by the requester. The bidder shall be solely responsible for taking whatever
action it deems appropriate to legally protect its claim of exemption from the public records law.
If the bidder fails to do so, the Department shall make the information available for review. In
no event shall the Department or any of its employees or agents be liable for disclosing, or
otherwise failing to protect the confidentiality of, information submitted in response to this
solicitation.
1.24 Protests: Any protest concerning this solicitation shall be made in accordance with sections
120.57(3) and 287.042(2) of the Florida Statutes and chapter 28-110 of the. Florida
Administrative Code. It is the Department's intent to ensure that specifications are written to
obtain the best value for the State and that specifications are written to ensure competitiveness,
fairness, necessity and reasonableness in the solicitation process. Notice of protest of the
solicitation documents shall be made within seventy-two hours after receipt of notice of the
solicitation. Questions to the Contract Supervisor shall not constitute formal notice. Failure to
file a protest within the time prescribed in section 120.57(3), Florida Statutes, or failure to file a
bond or other security within the time allowed for filing a bond shall constitute a waiver of
proceedings under Chapter 120, Florida Statutes.
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2.0 Technical Specifications
Contents
2.01 Notes
2.02 Technical Documentation
2.03 Wireless Fraud
2.04 Accessories and Services
2.05 Testing and Evaluation
2.06 Sampling and Inspection
2.07 Preparation for Delivery
2.08 Billing
2.09 Cellular Telephone Equipment and Service
2.10 Digital Cellular Telephone Service
2.11 Standards
2.12 Technical Documentation, Cellular
2.13 General, Cellular
2.14 Portables (Basic Radio Package) for Cellular
2.15 Approved Equipment, Cellular
2.16 Custom Calling Features
2.17 Cellular Pricing
2.18 Pagers - Equipment and Service
2.19 Applicable Publications and Standards for Pagers
2.20 Pager Hardware
2.21 Approved Equipment, Pagers
2.22 Configuration, Pagers
2.23 Functional Requirements, Pagers
2.24 Paging Service
2.25 Access Method, Pagers
2.26 Number of Pages
2.27 Options and Accessories, Pagers
2.28 Required Service Areas, Pagers
2.29 Pager Pricing
2.01 Notes: Commodities procured under these specifications shall not deviate from
those originally contracted for, without approval from the State Purchasing. The State of Florida
desires to take advantage of the changes occurring in the ever -evolving cellular industry.
Therefore Regulatory and Industry Updates which have occurred subsequent to the first posting
of specification 725-330 on 3-67-97, are hereby incorporated. This applies to frequency ranges,
number of channels, technical performance and number of features.
These specifications shall, until revised or rescinded by the State Purchasing, apply to
each future purchase and contract for the commodities described herein.
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Commodity procurement under these specifications shall not deviate from the same
internal configuration for multiple units ordered on a single purchase order. In addition, the
vendor shall inform the purchaser (with a copy of such notice to the State Purchasing) of any
major functional changes.
Contractors will consult with the Department concerning questions of eligibility for use
of a state contract.
2.02 Technical Documentation: All products bid must meet or exceed all conditions and
specifications of the Invitation to Bid (ITB). When technical documentation is required by this
ITB, its purpose is to demonstrate compliance of the product and services proposed with
applicable technical requirements of the ITB and to allow a technical evaluation of the product.
Failure to provide the required technical documentation with the bid submittal shall make the
bidder non -responsive, unless State Purchasing, in its sole discretion and in the best interest of
the State, determines the acceptability of the product(s) offered through technical documentation
available within State Purchasing as of the date and time of bid opening. Such authority of State
Purchasing shall in no way relieve the bidder from the ultimate responsibility to submit the
required technical documentation, nor shall any bidder assume that such documentation is
otherwise available to State Purchasing. The State shall not be responsible for the accuracy of
the technical documentation in its possession.
2.03 Wireless Fraud: The State will not be liable for any wireless fraud. Bidders must
provide a detailed plan on how they plan to deal with the fraudulent use of wireless technology,
including "cloning."
2.04 Accessories and Services: Accessories and Services offerings will apply only to
Contractors winning an award in one or more areas. The Department reserves the right to accept
or reject any individual item(s) or all items offered as an Accessory or Service.
Bidders are requested to offer a fixed discount on all Accessories and Services. These fixed
discounts shall reflect a minimum savings of twenty-five percent (25%) or greater from the
Contractor's standard pricing. It is the intent of this contract that by greatly expanding
Accessories and Services, all eligible contract users will have a much greater variety of
equipment and services from which to choose. Further, Contractors may update their accessories
and services offerings as new equipment and/or services become available for which the state
discount will apply.
The prices and/or discounts bid shall include the monthly cost for the hardware or device,
delivery, programming, and setup in the system, service, and repairs and maintenance.
2.05 Testing and Evaluation: Eligible Users, prior to sign-up, shall have the option, at no
cost, to obtain at least one set of each type of cellular equipment on a loan basis for the purpose
of evaluating cellular services and system coverage for a period of at least sixty (60) working
days.
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2.06 Sampling and Inspection: Upon request, the Contractor shall provide to the State
Technology Office a sample, free of all charges, of each contract equipment item (with service)
for nondestructive testing during the term of the contract. These samples will be checked for
contract compliance and may be kept up to sixty (60) days after receipt and thereafter returned at
contractor's expense.
Upon completion of the contract compliance check, the State shall notify the Contractor,
in writing, of any noted deficiencies. This notification will state what will be required of the
Contractor and/or what action will be taken by the State of Florida.
Additionally, each awarded vendor must work with the State of Florida Emergency
Operations Center, Emergency Support Function Staff (ESF) number 2 communications to
provide cell phones and service in response to disasters. Currently, a single vendor provides over
800 phones for such service at no charge to the state. An effort is currently under way to
determine how current cell phones and industry infrastructure will allow priority service to
emergency responders. All bidders awarded as a result of this process must agree to work toward
this goal in conformance to Federal, State and local laws and regulations.
2.07 Preparation for Delivery:
Packing: Items shall be packed in containers to insure safe delivery to the destination.
Marking: All containers delivered to the purchaser shall bear markings and/or a packing
slip on the outside of the container showing:
A. Contractor's Name
B. Purchase Order Number
2.08 Billing: The Contractor will directly bill Eligible Users for all services. Detailed usage
billing is a requirement of this bid. Detailed billing, as a minimum, must include:
o number being billed
o date
o time
o number called (outgoing)
o call duration
The detailed billing must be provided in printed and electronic format, on a monthly
basis. In addition to the above, detailed monthly billing must include model numbers, serial or
service order numbers, equipment charges, account number, bill number and/or invoice number,
bill date, due date, bill remittance address and a summary record. The summary record will
include payments applied since the previous bill, adjustments, sub -total of current charges and
net amount due. The electronic file must have search feature capabilities and the file should have
print capabilities.
A copy of the proposed billing format which complies with the requirements of these
Technical Specifications must be submitted as part of the bid package.
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2.09 Cellular Telephone Equipment and Service: Sections 2.09 through 2.17 of this
specification cover Portable cellular radios (cell phones), options, accessories, and service.
Cellular Radios covered by this specification are classified as shown below:
Commodity Number Description
725-330-650-0100 Portable cellular phones
2.10 Digital Cellular Telephone Service: Digital cellular service must be offered in the bid
as a basic service. Dual mode phones (analog and digital) must be also offered either as the
basic radio, or under accessories and services, for digital subscribers. In addition, each bidder
offering digital service in their bid shall also provide as part of the bid:
• a current, published coverage map to indicate the counties, or portions thereof, where
they have digital cellular systems operating and providing at least 90% reliability;
• the digital protocol being used (e.g. TDMA, CDMA, GSM) and the designation of all
applicable TIA/EIA standard(s); and
• a listing of which equipment and/or services included in its bid are available with
digital cellular service (e.g. text messaging, internet access, paging).
Further, any state agency or other eligible user of an awarded cellular contract who has
purchased digital equipment and/or service and determines that such equipment and/or service is
not satisfactory shall have the option to convert to dual mode or analog equipment and service.
In the case of eligible users with existing cellular equipment, subscriptions for cellular service
only shall be accepted by the Contractor at the published contract rates,
The grade of cellular telephone service provided to contract users with respect to circuit quality,
reliability, call completion, and time of access shall be equal to that provided to other
commercial subscribers within the cellular system's published service area.
Contractors must provide statewide roaming at no cost.
The Contractor shall allow antennas and other accessories to be purchased at the contract price at
any time, in any quantity, without purchasing cell phones.
2.11 Standards: Bidders will agree to meet or exceed all applicable industry
standards as defined by the following standards bodies: American National Standards Institute -
ANSI, (http://www.ansi.org/), the International Telecommunications Union -
Telecommunications Committee or ITU-T (http://www.itu.int/ITU-T/), the Electronic Industry
Alliance --EIA (http://www.eia.orgl) or the Telecommunications Industry Association -TIA
(http: //www.ti aon I ine.org/standardsn.
2.12 Technical Documentation, Cellular: When bidding alternate equipment or
equipment from manufacturers not listed in section 2.15, Approved Equipment, Technical
Documentation is required. Such literature shall document that standards and requirements for
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features (Sections 2.11 through 2.16) have been met or exceeded as applicable. This applies only
to the cellular phones and does not apply to antennas, spare batteries, or accessories and services.
The specification in section 2.13 establishes the acceptable values. All bidders must be
prepared to submit a duplicate set of the technical documentation after posting of the contract
awards. The technical documentation shall be in the form of bidder's or manufacturer's printed
product literature, engineering drawings, instruction or maintenance manuals, or other published
literature.
In the event the information requested per the specification is not available as printed or
published literature, then the bidder shall furnish a clarification letter with the bid, on the
manufacturer's or bidder's letterhead, that supplies the information required to determine
specification compliance. Individual specifications and requirements must be addressed; a
general statement such as "complies with all requirements" is not acceptable. The clarification
letter shall be signed by an engineering manager or an individual with an equivalent title (not
sales or marketing).
Every specification and requirement of Sections 2.09 through 2.17 must be verifiable
from the technical documentation provided with the bid to enable the State to determine the
compliance of product proposed with the specifications.
2.13 General, Cellular:
All radios proposed shall meet or exceed all conditions and specifications below. The
following minimum requirements apply to all cellular phones:
A. Frequency Range:
Transmit:
Receive:
B. Number of Channels:
(transmit/receive pairs)
824.040-848.970 MHz
869.040-893.970 MHz
832, per FCC Rules;
416 in group A;
416 in group B
C. Technical Performance: Per FCC rules and EIA IS-19-B
D. Features (minimum):
1. 12-button keypad (0-9, *, #) in handset.
2. 25 number memory, 16 digits (minimum) per number stored.
3. Controls and indicators as required to originate and receive
calls and control main battery power on; Call in Progress (In Use),
No Service, and roaming -digital service or analog only service.
4. 7 character display with memory recall of all stored digits. Display
shall be LED, Fluorescent, or backlit LCD.
5. Call log listing missed calls, dialed calls, and received calls.
6. Auto redial
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7. Ring silence settings for meetings
8. Volume control
9. An on/off switch
2.14 Portables (Basic Radio Package) for Cellular:
A. Configuration: The portable cellular phone shall be a single hand-held unit
consisting of a handset/keypad with built-in transceiver, battery, and an antenna.
The portable shall be supplied with an AC battery charger and an in vehicle
(cigarette lighter) battery charger.
B. Battery status or level indicator shall be included in the radio.
C. Battery Type: Rechargeable, Ni-Cad, NiMH, or sealed lead -acid.
D. Battery Capacity: Per Section 2.04 above.
E. Accessory (must be included in equipment listed on website): Spare battery with
features specified in Section 3.4.B and 3.4.C, hands free microphone/ear plug and
other equipment as available.
2.15 Approved Equipment, Cellular: The following equipment or manufacturers are
approved, including private -labeled versions of the same or similar series.
Portables / Cell Phones Contractors may offer equipment from these and other
manufacturers who comply with the appropriate industry (TIA) standards.
• Audiovox
• Ericsson
• Mitsubishi
• Motorola
• NEC
• Nokia
• Oki
• Sony
• Samsung
• Panasonic
2.16 Custom Calling Features; The contractor shall include the following custom calling
features in the basic cellular phone service at no additional cost to the purchaser:
• Call Forwarding
• Call Waiting
• Busy/No answer transfer
• Three-way calling
• Voice Mail w/ pager notification
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• automatic roaming
• Caller ID (in digital service areas)
• State-wide roaming
Call forwarding must include the capability for the cellular phone user to forward
unanswered phone calls to a phone number of the user's choice.
Call waiting must notify the cellular phone user of an incoming phone call while engaged
in a phone conversation, and allow the user the ability to answer the call.
Voice mail must allow the cellular phone user the capability of having phone calls
answered and messages recorded via an electronic answering device. The contractor shall
provide the user the ability to replay recorded messages via the user's cellular phone and landline
phone. The voice mail system must have the capability of storing ten (10) messages at any one
time. The use of these features shall be at the option of the purchaser.
2.17 Cellular Pricing: Each bidder will complete the Cellular Services, Pricing Worksheet
(Worksheet 1). This sheet has four sections as follows: Monthly Service, Usage, Discount, and
Cellular Service required features. In the first section, bidders are to record a monthly recurring
charge for a single cellular number. In the second section one figure is required for a cost per
minute for airtime. This figure is for statewide airtime. In the third section each bidder is to
provide a percent discount applied to current and future marketed package rate plans. The final
section lists cellular required features, which each bidder must indicate as available statewide.
2.18 Pagers — Equipment and Service: Technical Specifications Sections 2.19 through 2.29
apply exclusively to pager requirements. Paging services may be provided in the following ways:
independent high speed one way numeric, one way alpha and numeric, alpha numeric with preset
responses referred to as 1.5 way and two way short text messaging. When combined with
Cellular phone service paging may be provided as data protocol and advanced voice messaging
protocol. Paging Services when combined with cellular service will meet all of the standards and
specifications of the cellular services cited in lieu of pager standards. Just as cellular phone
service providers may offer paging service, paging providers may offer voice messaging and data
streaming services such as Internet access. The bidder will detail on Worksheet 2 B how each
service will be provided. Bidders are to provide a detailed explanation as to how their offerings
will meet or exceed some or all of the standards listed along with offered equipment and costs.
2.19 Applicable Publications and Standards for Pacers: The following publications and
standards shall be a part of this specification.
In the event of inconsistencies between this specification and published standards, the
requirements of this specification shall take precedence.
• Electronic Industries Association Standards
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o TIA/EIA-603 Land Mobile FM or PM Communications Equipment
Measurement and Performance Standards
o Application for copies should be addressed to:
EIA Engineering Publications Office
2001 Pennsylvania Ave., NW.
Washington, D.C. 20006
• Federal Communications Commission Rules and Regulations
At the time of this writing, the State is aware of one standards body for commercially offered
pager messaging systems. That is the Personal Communications Industry Association (PCIA) at
www.pcia.com.
There also exists a specification, known as the Mobitex Interface Specification or MIS, which is
available from any operator of a public Mobitex network or from Ericsson directly. Mobitex is
an open, non-proprietary system but the specification is copyrighted and is made available under
a royalty -free license. Mobitex is described as a single integrated two-way data network with
cellular design. The MIS is not in the public domain.
PCIA has created the following standards;
• Telocator Alphanumeric Protocol (TAP)
• Telocator Network Paging Protocol (TNPP)
• Telocator Data Protocol (TDP)
• Wireless Communications Transfer Protocol (WCTP)
• Additionally, Motorola has produced the following set of protocol standards for
their messaging systems product group;
o FLEX is High-speed, one-way worldwide de facto standard, numeric and
alpha (4/7 bit binary, symbolic character, 25 kHz out bound channel at
6250 bps).
o REFLEX (TM 25kHz) is two-way messaging and data protocol (can put
50 channels in 50 kHz), two-way short messages (4/7 bit, binary) at
operating frequency: out 929-932, 940-941 MHz, In: 896-902 MHz,
supports roaming capability, Outbound channel at 25 to 50 kHz, Outbound
signaling speed is 1.6, 3.2, or 6 kbps, Inbound channel at 12.5 kHz in 896-
902 MHz. Inbound channel signaling speed 800, 1600, 6400 or 9600 bps.
o ReFLEX (TM 50kHz) is two-way messaging and data protocol, two-way
short messages (4/7 bit, binary) at operating frequency: out 930-931 MHz,
In: 901-902 MHz, supports roaming capability, Outbound channel at 25 to
50 kHz, Outbound signaling speed is up to 25.6 kbps, Inbound channel at
12.5 kHz in 901-902 MHz band. Inbound channel signaling speed 9600
bps,
o InFLEXion is advanced voice messaging protocol (supports 7 sub
channels with 3 carrier channels), voice paging (with ack-back), operating
frequency is 930-931, 940-941 MHz OUT and 896-902 MHz in., supports
roaming capability, Outbound channel at 50 kHz, Outbound signaling uses
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digitally processed compression, Inbound channel at 12.5 kHz in 896-902
MHz band. Inbound channel signaling speed 800, 1600, 6400 or 9600 bps,
a The Mobitex specification is described as; Network Architecture —
Unicast, Frequencies; Up -Link = 896-902 MHZ, Downlink 935-941
MHZ, Channel Bandwidth; UP/DOWN = 12.5 kHZ, Data Rate up/Down
= 8 KBPS, Middleware Providers; Mobix, Nettech, RIM, and Cingular
Interactive; Modems manufactured by, Ericsson, CNI, Research in
Motion, and Maxon.
2.20 Pacer Hardware: Bidders are required to provide a paper copy of all versions of each
device with pricing (as Worksheet 2 C) currently offered on their web site to include numeric,
alpha -numeric, text messaging, 1.5 way and two way paging. As new products and services are
introduced and listed on the bidder web site each will be considered as "Balance -of -line".
Products and services must comply with standards noted in the section above.
2.21 Approved Equipment, Pagers: The following equipment is approved including private -
labeled versions of the same series. If proposing Approved Equipment, Technical
Documentation is not required. Bidders proposing alternate equipment must include Technical
Documentation per section.
• All Motorola numeric, Alpha Numeric, 1.5 way and 2 way pagers that meet the
minimum standards above.
• Batteries - A new battery shall be included with the initial issue of a vendor -
supplied pager. Replacement of batteries will be the responsibility of the user,
except that batteries required for testing, programming, and repair work shall be
provided by the vendor and included with the required unit when returned to the
user.
2.22 Configuration, Pagers: Numeric and Alphanumeric (text messaging) paging receivers
shall operate in the 150-932 MHz frequency range and shall have the following features:
• Impact and weather resistant housing.
• Internal Antenna.
• Both tone producing and vibrating alert devices.
• Internal removable battery.
• Integral liquid crystal display (LCD) Device.
• Belt Clip or Belt Clip Case.
2.23 Functional Requirements, Pacers (minimums):
Numeric and Alphanumeric
• Reset: A manual or automatic reset control shall be provided
to enable reset following reception of display message.
• Liquid Crystal Display: The pager shall have a liquid crystal display
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providing a minimum of two lines of text with at least
20 characters per line. The display must contain a light
source to illuminate the display automatically or
manually.
• Message Length: 20 characters (120 for Alphanumeric) minimum.
• Message Format: Numerals 0 to 9 (plus all of the 26 letters of the English
alphabet for Alphanumeric).
• Memory: 160 characters (600 for Alphanumeric) minimum.
• Stored Message Indicator:The paging receiver shall indicate a message is stored
in its memory to the user by a visual means.
• Low Voltage Indicator: The paging receiver shall wam (audio or visually) the
user when its battery voltage falls below minimum
operating level.
• Type of Call: Individual and Group Call.
• Clock: The pager shall contain a 24-hour time clock, which can
display the time automatically or manually.
• Message Time Stamp: The pager shall time stamp each message. The time
stamp will indicate the time a message was received.
1.5 and 2 Way Pagers: Bidders will provide detail to describe all features and functions
of this service and of these devices to include transmit, receipt and response times.
• Performance Issues: Bidders are cautioned that the failure to transmit a
message in a timely fashion (such as within 1-5 minutes) or the loss of a
message will constitute a problem. Such problems must be resolved within
reasonable time period.
2.24 Paains Service : Pager Messaging Bidders are asked to offer products and services which
will deliver the following types of messaging:
• Numeric: Callers shall originate the message by calling a local telephone number (or
optional toll -free number) and entering a callback number, which is received and
stored in the pager for later recall by the user.
• Alphanumeric: Messages are originated as above, except that the contents contain
both numbers and text, and are entered into the system through a computer terminal
or Alphanumeric Entry Device (AED).
• 1.5 Way pagers shall receive alpha/numeric messages and have the ability to transmit
preset responses as a reply.
• 2 way messaging or interactive messaging: The ability to receive and reply to
messages and emails.
• Internet website access: The ability to access internet websites and read
information provided.
2.25 Access Method, Pacers: Both local and Nationwide access shall be through a toll -free
number. Alphanumeric access shall also be provided through a vendor's web page on the
Internet, vendor supplied AED, or vendor -supplied software for users' modem -equipped
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computers/servers. The purchase of such software shall be available for a one-time fee and listed
as part of Worksheet 2 C.
2.26 Number of Pages: The paging services offered for the basic one-way numeric and
alphanumeric messaging, under any contract resulting from this bid, shall include an unlimited
number of pages/month at the bid price.
2.27 Options and Accessories, Pagers: Mandatory Options. The following options must be
offered by the bidders in order to be eligible for an award. Purchase is at the customer's option.
• Group call feature for one-way pagers with access through:
o A local number
o A toll -free number
o Toll -free number access feature for individual pagers (not group):
o Individual toll -free number
o Toll -free number plus a Personal Identification Number (PIN)
o Additional Options - Bidders are requested to provide pricing on the following
paging service options and accessories.
o Alphanumeric Entry Device for use with alphanumeric pagers at the premises
purchased or leased at the user's premises.
o Voice Mailbox
o Alphanumeric paging operator services
o Paging software for customer owned computers or LANs such as MyMail
Wireless e-mail software.
o PC connectivity and desktop synchronization for two-way pagers.
o Equipment accessories (lances/chains, pager cases, etc.)
o Broadcast Alert Messaging (Weather and News Information)
o Info on demand such as Internet based news and more
2.28 Required Service Areas, Pagers: Paging services (numeric and alphanumeric) shall be
offered on three (3) levels: Nationwide, statewide and local. Bidders will indicate which areas
they will provide services in by providing basic pricing in the blocks provided on Worksheet 2
A, page 2. Statewide service shall include, as a minimum, all of the cities listed below:
■ Miami/Ft. Lauderdale/Hollywood (group)
• Tampa/St, Petersburg (group)
• Jacksonville
• Orlando
• West Palm Beach
• Lakeland/Winter Haven (group)
■ Pensacola
■ Melbourne/Titusville/Palm Bay (group)
• Daytona Beach
• Ft. Myers
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■ Sarasota
■ Tallahassee
■ Gainesville
■ Ft. Pierce
■ Bradenton
■ Ocala
■ Ft. Walton Beach
■ Panama City
■ Key West/Marathon (group)
2.29 Pacer Pricing: The prices and/or discounts bid shall include the monthly cost for the
hardware or device, delivery, programming, setup in the system, service, or repairs and
maintenance. Lost and/or replacement numeric and alpha numeric pagers will be provided at no
cost to the user.
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3.0 General Conditions
Contents
3.01 Definitions
3.02 Eligible Customers
3.03 Requests for Quotes
3.04 Posting and Revision of Authorized Product and Price List
3.05 Product Version
3.06 Quantity Discounts
3.07 Best Pricing Offer
3.08 Sales Promotions
3.09 Trade -In
3.10 Americans With Disabilities Act
3.11 Energy Star Compliant
3.12 Reserved
3.13 Purchase Orders
3.14 Packaging
3.15 Manufacturer's Name and Approved Equivalents
3.16 Inspection at Contractor's Site
3.17 Safety Standards
3.18 Literature
3.19 Transportation and Delivery
3.20 Installation
3.21 Inspection and Acceptance
3.22 Title to Deliverables
3.23 Software License Grant
3.24 Invoicing and Payment
3.25 Taxes
3.26 Customer's Default
3.27 Annual Appropriations
3.28 Surcharge Fee and Summary of Total Sales
3.29 Governmental Restrictions
3.30 Compliance with Laws
3.31 Lobbying and Integrity
3.32 Indemnification
3.33 Performance Bond
3.34 Suspension of Work
3.35 Termination for Convenience
3.36 Termination for Cause
3.37 Force Majeure, Notice of Delay, and No Damages for Delay
3.38 Equitable Adjustment
3.39 Scope Changes
3.40 Renewal
35
3.41 Advertising
3.42 Assignment
3.43 Dispute Resolution
3.44 Employees, Subcontractors, and Agents
3.45 Security and Confidentiality
3.46 Independent Contractor Status of Contractor
3.47 Insurance Requirements
3.48 Service
3.49 Warranty
3.50 Warranty of Authority
3.51 Warranty of Ability to Perform
3.52 Year 2000 Compliance Warranty
3.53 Warranty of No HardstoplPassive License Monitoring
3.54 Notice
3.55 Leases and Installment Purchases
3.56 Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE)
3.57 Products Available from the Blind or Other Handicapped
3.58 Modification of Terms
3.59 Waiver
3.60 Execution in Counterparts
3.61 Severability
3.01 Definitions:
The term "bid" means the offer extended to the Department in response to this solicitation. The
forms to accompany the bid are included in section 4.0 of these solicitation documents.
"Contract" means the legally enforceable agreement, if any, which results from this solicitation.
The parties to the Contract will be the Department and Contractors. The Contract shall be
reduced to writing substantially in the form included in section 4.0 of these solicitation
documents.
"Contract Specialist" means the State Purchasing employee who is primarily responsible for
administration of the Contract. The Contract Specialist is identified in the Instructions to
Bidders, and the Department shall conspicuously post contact information on its Internet web
page associated with the Contract. The Department may appoint a different Contract Specialist,
which shall not constitute an amendment to the Contract, by updating the posted contact
information and sending notice to Contractor. Any communication to the Department by
Contractors, by State Customer contract managers or contract administrators, or by other
Customer purchasing officials, shall be addressed to the Contract Specialist.
"Contractor" means a successful bidder, which, along with the Department, will enter into the
Contract. The Department anticipates making a multiple award, but for sake of convenience the
solicitation documents use the singular form of this term. If a Contractor is a manufacturer, its
certified dealers and resellers may also furnish products under the Contract; in choosing to do so,
36
the dealers and resellers agree to honor the Contract and the term "Contractor" shall be deemed
to refer to them. Unless awarded the Contract as a direct bidder, however, dealers and resellers
are not parties to the Contract, and the Contractor that certifies them shall be responsible for their
actions and omissions.
"Customer" means the State agencies and other eligible users that will order products directly
from the Contractor under the Contract. By ordering products under the Contract, the Customer
agrees to its terms. Customers are not, however, parties to the Contract.
"Department" means the Florida Department of Management Services. The Department will be
a party to the Contract. "State Purchasing," a division within the Department's Support
Program, is responsible for administration of this solicitation and will be responsible for day-to-
day administration of the Contract. State Purchasing may be reached at 4050 Esplanade Way,
Suite 360, Tallahassee, FL 32399-0950, (850) 487-4634, or via links posted at
http://www.mvflorida.comlmyflorida/business/index.html. The Department reserves the right to
contract with a third -party service provider to assume responsibility for administration of the
Contract.
"Product" means any deliverable under the Contract, which may include commodities, services,
technology or software.
"Purchase order," means the form or format a Customer uses to make a purchase under the
Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, or
other authorized means).
"State" means the State of Florida and its agencies.
3.02 Eligible Customers: Section 287.056 of the Florida Statutes governs agencies' use of the
Contract. Customers participating in the Contract do so according to the following terms: (1)
non -State Customers assume and bear complete responsibility with regard to performance of any
contractual obligation or term; (2) breach of a Contract term by any particular Customer shall not
be deemed a breach of the Contract as a whole, which shall remain in full force and effect, and
shall not affect the validity of the Contract nor the Contractor's obligations to non -breaching
Customers or the Department; (3) the State shall not be liable for any breach by a non -State
Customer; (4) each non -State Customer and the Contractor guarantee to save the State and its
officers, agents, and employees harmless from liability that may be or is imposed by their failure
to perform in accordance with their obligations under the Contract.
3.03 Requests for Quotes: Unlike most products, technology products historically decrease in
price over time. Therefore, it is in the Customer's best interest not to set the price for any
particular technology product until the date the product is purchased. For all purchases of $2,500
or greater, CUSTOMERS ARE RESPONSIBLE FOR COMPETITIVELY SETTING THE
PRICE FOR EACH PARTICULAR ORDER, AND THEY SHALL DO SO BY
INITIATING A REQUEST FOR QUOTES ("RFQ"), which is an oral or written request for
written pricing or service information from a Contractor for products available under the
Contract from that Contractor. Customers shall create and maintain written records of oral and
37
written requests, as well as records of quotes received. Quotes shall be in writing but otherwise
informal, and need not be received or posted publicly or at a particular time or place. A
Customer shall initiate a sufficient number of requests to obtain a minimum of three quotes,
should look for a Contractor willing to beat its own (or a competitor's) currently authorized
Contract price, and shall place its purchase order with the Contractor quoting the lowest price,
unless the Customer documents in writing that the lowest price quote would not result in best
value (for example, lowest price is for refurbished or remanufactured product).
3,04 Posting and Revision of Authorized Product and Price List: Every Contractor shall
maintain on the Internet a list of the products it is authorized to sell under the Contract. The list
shall clearly indicate the ceiling price for each product, expressed either as a single price or as a
percentage savings off the "benchmark" price. On the Ordering Instructions form submitted with
the bid, bidders shall note the proposed Universal Resource Locator (URL) for this list. Posting
of the list in a form easily accessible to the Department and Customers shall be a condition
precedent to Contractor's right to payment under the Contract. The Department, in its sole
discretion, may maintain Contractor's authorized list or provide electronic links to it.
Regardless of the number of links to the list, Contractor shall ensure that Customers are able to
access one, and only one, version of the authorized list. The authorized list shall include, either
directly or via electronic link, the following: Contract number; contact person; part or product
numbers and descriptions; ordering information; and pricing information.
Contractor's initial authorized list shall be substantially identical to the "benchmark" list submitted
with the bid and used in making the award, or that portion of it bid by Contractor. Contractor shall
not make the list generally available or accept any orders off of it until the Department approves the
list. Contractor may thereafter amend the list to reflect product line and price changes, subject to the
following restrictions.
• For price changes, a Contractor shall only decrease, and shall never increase, the prices
offered initially (stated differently, a Contractor may increase, but never decrease, its
percentage discount). Posted price reductions shall take effect immediately and be applied
to unshipped and subsequent orders. CONTRACTORS ARE FREE TO OFFER
GREATER DISCOUNTS FOR INDIVIDUAL TRANSACTIONS, AND
CUSTOMERS ARE REQUIRED TO SEEK THEM AND TO EXPLORE
WHETHER OTHER CONTRACTORS AUTHORIZED FOR THE PRODUCT
CATEGORY OFFER BETTER DISCOUNTS THROUGH THE RFQ PROCESS.
• At least two business days before making any changes to the posted authorized list —
whether to products, to prices, or otherwise — a Contractor shall notify the Contract
Specialist by e-mail of its intent to make a change and describe the proposed change. The
Department may, in its sole discretion, prohibit any requested change or direct a Contractor
to undo any change already made. In addition, the Department may direct rescission of any
purchase order entered into on the basis of an unauthorized product and price list.
• Changes to the authorized list or to related information (for example, ordering information)
shall not be deemed Contract amendments.
38
• On a quarterly basis, or more frequently if directed in writing by the Contract Specialist,
Contractor shall submit written certification of changes made to its authorized list. The
certification shall be substantially in the form included in Section 4 of the solicitation
documents, "Certification of Changes to Authorized Product and Price List." Failure to
submit the form in a timely manner shall constitute grounds for terminating the Contract.
Falsification of any information on the form shall subject Contractor to civil liability and
criminal prosecution.
• The Department reserves the right to revise these restrictions in conjunction with
implementation of an on-line procurement system.
3.05 Product Version: Purchase orders shall be deemed to reference a manufacturer's most
recently released model or version of the product at the time of the order, unless the Customer
specifically requests in writing an earlier model or version and the Contractor is willing to
provide such model or version.
3.06 Quantity Discounts: Contractors are urged to offer additional discounts for one time
delivery of large single orders of any assortment of items. Customers should seek to negotiate
additional price concessions on quantity purchases of any products offered under the Contract.
State Customers shall document their files accordingly.
3.07 Best Pricing Offer: During the Contract term, if the Contractor sells substantially the same
or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the
Contract, at a lower price, then at the discretion of the Department the price under the Contract
shall be immediately reduced to the lower price.
3.08 Sales Promotions: In addition to decreasing prices for the balance of the Contract term due
to a change in market conditions, a Contractor may conduct sales promotions involving price
reductions for a specified lesser period or for a specific Customer group (e.g., K-12, Higher
Education, State Customers, etc.). A Contractor shall submit to the Contract Specialist
documentation identifying the proposed (1) starting and ending dates of the promotion or (2)
specific Customers to which the promotion is addressed and (3) products involved and (4)
promotional prices compared to then -authorized prices. Promotional prices shall be available to
all Customers. Upon approval, the Contractor shall conspicuously post notice of the promotion
with its authorized product list.
3.09 Trade -In: Customers may trade-in equipment when making purchases from the Contract.
A trade-in shall be negotiated between the Customer and the Contractor. Customers are
obligated to actively seek current fair market value when trading equipment, and to keep
accurate records of the process. For State agencies, it may be necessary to provide
documentation to the Office of the State Comptroller and to the agency property custodian.
3.10 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.
39
3.11 Energy Star Compliant: The Federal Environmental Protection Agency encourages the
manufacture of energy efficient computer hardware, and the State supports this initiative. The
Department prefers that all products offered under the Contract be Energy Star compliant and bear
the EPA Energy Star Logo. Customers should seek to reduce the total cost of equipment ownership
and operation, and they should consider the purchase of Energy Star compliant equipment if it
meets their performance needs.
3.12 Reserved
3.13 Purchase Orders: A Contractor shall not deliver or furnish products until a Customer
transmits a purchase order. All purchase orders shall bear the Contract number, shall be placed
by the Customer directly with the Contractor, and shall be deemed to incorporate by reference
the Contract terms and conditions. Any discrepancy between the Contract terms and the terms
stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in
favor of terms most favorable to the Customer. A purchase order for services within the ambit of
section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the
requirements of subparagraphs (a) through (f) thereof. Even where not otherwise required,
CUSTOMERS ARE ENCOURAGED TO INCLUDE PROVISIONS THAT PROMOTE
GOOD CONTRACT MANAGEMENT PRACTICES AND ENABLE THE CUSTOMER
AND CONTRACTOR TO MONITOR AND ADJUST PERFORMANCE, for example,
provisions clearly defining the scope of the work, provisions dividing the order into objectively
measured deliverables, provisions setting forth schedules for completion and (where appropriate)
liquidated damages for untimely completion, etc. State Customers shall designate a contract
manager and a contract administrator as required by subsections 287.057(14) and (15) of the
Florida Statutes. The Department reserves the right to revise this section in conjunction with
implementation of an on-line procurement system.
3.14 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.
3.15 Manufacturer's Name and Approved Equivalents: Unless otherwise specified, any
manufacturers' names, trade names, brand names, information and/or catalog numbers listed in a
specification are descriptive, not restrictive. With the Department's prior approval, the
Contractor may offer any product that meets or exceeds the applicable specifications. The
Contractor shall demonstrate comparability, including appropriate catalog materials, literature,
specifications, test data, etc. The Department shall determine in its sole discretion whether a
product is acceptable as an equivalent.
3.16 Inspection at Contractor's Site: The State reserves the right to inspect, at any reasonable
time with prior notice, the equipment or product or plant or other facilities of a Contractor or
prospective Contractor (bidder) to assess conformity with Contract requirements and to
determine whether they are adequate and suitable for proper and effective Contract performance.
40
3.17 Safety Standards: All manufactured items and fabricated assemblies subject to operation
under pressure, operation by connection to an electric source, or operation involving connection
to a manufactured, natural, or LP gas source shall be constructed and approved in a manner
acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum,
identification marking of the appropriate safety standard organization, where such approvals of
listings have been established for the type of device offered and furnished, for example: the
American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories
and/or National Electrical Manufacturers' Association for electrically operated assemblies; and
the American Gas Association for gas -operated assemblies. In addition, all items furnished shall
meet all applicable requirements of the Occupational Safety and Health Act and state and federal
requirements relating to clean air and water pollution.
3.18 Literature: Upon request, the Contractor shall furnish Customers literature reasonably
related to the product offered, for example, user manuals, price schedules, catalogs, descriptive
brochures, etc.
3.19 Transportation and Delivery: Prices shall include all charges for packing, handling,
freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any
point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days
after receiving a purchase order, shall notify the Customer of any potential delivery delays.
Evidence of inability to deliver or intentional delays shall be cause for Contract cancellation and
Contractor suspension.
3.20 Installation:. Where installation is required, Contractor shall be responsible for placing and
installing the product in the required locations at no additional charge, unless otherwise designated
on the purchase order. Contractor's authorized product and price list shall clearly and separately
identify any additional installation charges. All materials used in the installation shall be of good
quality and shall be free of defects that would diminish the appearance of the product or render it
structurally or operationally unsound. Installation includes the furnishing of any equipment,
rigging, and materials required to install or replace the product in the proper location. Contractor
shall protect the site from damage and shall repair damages or injury caused during installation by
Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to
achieve installation, the Contractor shall promptly restore the structure or site to its original
condition. Contractor shall perform installation work so as to cause the least inconvenience and
interference with Customers and with proper consideration of others on site. Upon completion of
the installation, the location and surrounding area of work shall be left clean and in a neat and
unobstructed condition, with everything in satisfactory repair and order.
3.21 Inspection and Acceptance: Inspection and acceptance shall be at destination unless
otherwise provided. For Contractor -installed products, the date of acceptance is the date the
Customer accepts the product as installed and in good working order, as determined by any
appropriate acceptance testing, and the Customer shall certify in writing to the Contractor when
the product is accepted (if training or other post -installation services are included in the purchase
order, the acceptance shall be conditional). For Customer -installed products, the date of
acceptance shall be the delivery date. Until acceptance, risk of loss or damage shall remain with
the Contractor. The Contractor shall be responsible for filing, processing, and collecting all
41
damage claims. To assist the Contractor with damage claims, the Customer shall: record any
evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damage
to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of
Lading and damage inspection report. When a Customer rejects a product, Contractor shall
remove it from the premises within ten days after notification of rejection. Upon rejection
notification, the risk of loss of rejected or non -conforming product shall remain with the
Contractor. Rejected product not removed by the Contractor within ten days shall be deemed
abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own
property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or
effecting removal or disposition of rejected product.
3.22 Title to Deliverables: For purposes of this section, a "product" is any deliverable furnished
under the Contract, including but not limited to (1) components of the hardware environment, (2)
printed materials, (3) third -party software, (4) programs and programming modifications,
customizations, tools, data, modules, and components, and (5) any tangible or intangible
properties embedded therein. A product is "existing" if it is a tangible or intangible licensed
product that exists before Contract work begins (the Contractor shall bear the burden of proving
that a product existed before work began). A product is "custom" if it is any product,
preliminary or final, that is created under the Contract for the Customer by the Contractor or its
employees, subcontractors, or agents.
For existing hardware products, title to a hardware product shall pass to Customer upon
written acceptance. For existing software products, that are normally commercially distributed
on a license basis by the Contractor or other independent software proprietary owner (ISPO),
whether or not embedded in, delivered, or operating in conjunction with hardware or a custom
product, title shall remain with the Contractor or ISPO. Effective upon acceptance, such product
shall be licensed to the Customer in accordance with the Contractor or ISPO's standard licensed
agreement, provided, however, that the license agreement shall, at a minimum, (1) grant the
Customer a non-exclusive license to use, execute, reproduce, display, perform, adapt (unless the
Contractor demonstrates to the Customer before execution of a purchase order that adaptation
will violate existing agreements or law) and distribute the product to authorized users up to the
License capacity identified in the purchase order with all license rights necessary to effect the
Customer's stated purpose, and (2) recognize the State as the licensee, where the Customer is
part of the State. Where these rights are not otherwise covered by the ISPO's standard license
agreement, the Contractor shall obtain these rights at its sole expense. The Customer shall
reproduce all copyright notices and any other legend of ownership on any copies authorized
under this paragraph.
For custom products, effective upon creation the Contractor hereby conveys to the
Customer the sole and exclusive rights, title and interest in the product, including all trademark
and copyrights, and the Contractor shall take all necessary and appropriate steps to ensure that
the products are protected against unauthorized copying, reproduction, or marketing through the
Contractor or its employees, subcontractors, or agents; provided, that the Contractor may
otherwise use any related or underlying general knowledge, skills, ideas, concepts, techniques
and experience developed under the Contract. In the alternative to taking exclusive ownership
and title to such products, the Customer may elect, by providing written notice to the Contractor,
42
to take a non-exclusive license to use, execute, reproduce, display; perform, and distribute the
product as described in the preceding paragraph.
3.23 Software License Grant: Where product is acquired on a licensed basis, the following
terms shall constitute the license grant.
Scope: Licensee is granted a non-exclusive license to use, execute, reproduce, display,
perform, or merge the product within its business enterprise in the United States up to the
maximum licensed capacity identified on the purchase order. The product may be accessed,
used, executed, reproduced, displayed, or performed up to the capacity measured by the
applicable licensing unit identified on the purchase order (i.e., payroll size, number of
employees, CPU, MIPS, MSU, concurrent user, workstation, etc.). Licensee shall have the right
to use and distribute modifications and customizations of the product to and for use by any
Customers otherwise licensed to use the product, provided that any modifications, however
extensive, shall not diminish licensor's proprietary title or interest. This paragraph grants no
license, right, or interest in any trademark, trade name, or service mark.
Term: The license term shall begin the date the product is accepted. Where a license
involves licensee's right to copy a previously licensed and accepted master copy, the term shall
begin the date the purchase order is executed.
Documentation: Upon request, the Contractor shall deliver to the licensee at the
Contractor's expense (1) one master electronic copy and one hard copy of product
documentation or (2) one master electronic copy and hard copies of the product documentation
by type of license in the following amounts, unless otherwise agreed: for individual/named user,
one copy per licensee; for concurrent users, ten copies per site; for processing capacity, ten
copies per site. The master electronic copy shall be in either CD-ROM or diskette format and
usable without conversion (for example, if a unit has only a 3%2" disk drive, software shall be
provided on 3'Y2" diskettes). The Contractor hereby grants the Customer a perpetual license right
to make, reproduce (including downloading electronic copies), and distribute, either
electronically or otherwise, copies of product documentation as necessary to enjoy full use of the
product in accordance with the terms of the license.
Technical Support and Maintenance: Licensee may elect the technical support and
maintenance ("maintenance") set forth in the Contract by giving written notice to the Contractor
any time during the Contract term. Maintenance shall include, at a minimum, (1) providing error
corrections, patches, updates, revisions, fixes, upgrades, and new releases to licensee, and (2)
Help Desk assistance accessible via toll -free or local telephone call or on-line. The Contractor
shall maintain the products so as to provide licensee with the ability to use the products in
accordance with the product documentation, without significant functional downtime to ongoing
operations during the maintenance term. The Customer shall not be required to purchase
maintenance for use of the product, and the Customer's license shall not be invalidated for
refusal to purchase maintenance. The maintenance term(s) and any renewals are independent of
the Contract term. The Customer may discontinue maintenance at the end of any current
maintenance term upon notice to the Contractor; provided, the term shall not automatically
renew. If the Customer does not initially acquire, or discontinues, maintenance, the Customer
43
may at any later time reinstate maintenance without any penalties or other charges, by paying the
Contractor the amount, if any, that would have been due under the Contract for the period that
maintenance had lapsed, or for twelve months, whichever is less.
Transfers: Licensee's operations may be altered, expanded, or diminished. Licenses may
be transferred or combined for use at an alternative or consolidated site not originally specified
in the license, including transfers between agencies. Contractor approval is not required for such
transfers, but licensee shall give prior written notice to the Contractor. There shall be no
additional license or other transfer fees due, provided that (1) the maximum capacity of the
consolidated machine is equal to the combined individual license capacity of all licenses running
at the consolidated or transferred site (e.g., named users, seats, or MIPS) or (2) if the maximum
capacity of the consolidated machine is greater than the individual license capacity being
transferred, a logical or physical partition or other means of restricting access will be maintained
within the computer system to restrict use and access to the product to that unit of licensed
capacity solely dedicated to beneficial use for licensee. If the maximum capacity of the
consolidated machine is greater than the combined individual license capacity of all licenses
running at the consolidated or transferred site, and a logical or physical partition or other means
of restricting use is not available, the fees due the Contractor shall not exceed the fees otherwise
payable for a single license for the upgrade capacity.
Restricted Use by Third Parties: Outsourcers, facilities management, service bureaus, or
other services retained by licensee shall have the right to use the product to maintain licensee's
operations, including data processing, provided that (1) licensee gives notice to the Contractor of
such third party, site of intended use of the product, and means of access, (2) the third party has
executed, or agrees to execute, the product manufacturer's standard nondisclosure or restricted
use agreement, which agreement shall be accepted by the Contractor, and (3) the third party shall
maintain a logical or physical partition within its computer system to restrict access to the
program to that portion solely dedicated to beneficial use for licensee. Licensee shall not be
liable for any third parry's compliance or noncompliance with the terms of the nondisclosure
agreement, nor shall the nondisclosure agreement create or impose any liabilities on the State or
the licensee. Any third party with whom a licensee has a relationship for a State function or
business activity shall have the temporary right to use product (e.g., Java applets), provided that
such use shall be limited to the period during which the third party is using the product for the
function or activity.
Archival Backup: Licensee may use and copy the product and related documentation in
connection with reproducing a reasonable number of copies for archival backup and disaster
recovery procedures.
Source Code Escrow: If either the product manufacturer/developer or the Contractor
offers source code or source code escrow to any other commercial customer, or if either entity
seeks bankruptcy protection, then the Contractor shall either (1) provide licensee with source
code for the product, (2) place the source code in a third -party escrow arrangement with a
designated escrow agent, which shall be identified to the Department, and which shall be
directed to release the deposited source code in accordance with a standard escrow agreement
acceptable to the Department, or (3) certify to the Department that the product
44
manufacturer/developer has named the State, acting by and through the Department, and the
licensee, as named beneficiaries of an established escrow arrangement with its designated escrow
agent, which shall be identified to the Department and licensee, and which shall be directed to
release the deposited source code in accordance with the terms of escrow. Source code, as well
as any corrections or enhancements, shall be updated for each new release of the product in the
same manner as provided above and such updated shall be certified in writing to the Department.
The Contractor shall identify the escrow agent upon commencement of the Contract term and
shall certify annually that the escrow remains in effect in compliance with the terms of this
paragraph. The State may release the source code to licensees under the Contract which have
licensed product or obtained services, and which may use the copy of the source code to
maintain the product.
Confidentiality: The product is a trade secret, copyrighted and propriety product.
Licensee and its employees shall not disclose or otherwise distribute or reproduce any product to
anyone other than as authorized under the Contract. Licensee shall not remove or destroy any of
the Contractor's proprietary markings.
Restricted Use: Except as expressly authorized by the terms of license, licensee shall not:
copy the product; cause or permit reverse compilation or reverse assembly of the product or any
portion; or export the product in violation of any U.S. Department of Commerce export
administration regulations.
Proof of License: The Contractor shall provide to each licensee that places a purchase
order either (1) the product developer's certified license confirmation certificates in the name of
the licensee or (2) a written confirmation from the proprietary owner accepting the product
invoice as a proof of license. The Contractor shall submit a sample certificate, or alternative
confirmation, which shall be in a form acceptable to the licensee.
Audit of Licensed Usage: The Contractor may periodically audit, no more than annually
and at its expense, use of licensed product at any site where a copy resides provided that (1) the
Contractor gives licensee at least thirty days written advance notice, (2) the audit is conducted
during the licensee's normal business hours, (3) the audit is conducted by a State Inspector
General's office or, for non -State licensees, by an independent auditor chosen by mutual
agreement of the licensee and Contractor as follows: the Contractor shall recommend a minimum
of three auditing/accounting firms, from which the licensee shall select one; in no case shall the
Business Software Alliance, Software Publishers Association, or Federation Against Software
Theft be recommended by the Contractor or used, directly or indirectly, to conduct audits, (4) the
Contractor and licensee shall designate a representative who shall be entitled to participate, who
shall mutually agree on audit format, and who shall be entitled to copies of all reports, data, or
information obtained from the audit, and (5) if the audit shows that the licensee was not in
compliance, the licensee shall purchase additional licenses or capacities necessary to bring it into
compliance and shall pay for the unlicensed capacity at the Contract price then in effect or, if
none, then at the Contractor's U.S. commercial list price. Once such additional licenses and
capacities are purchased, licensee shall be deemed to have been in compliance retroactively, and
licensee shall have no further liability of any kind for the unauthorized use of the product.
45
Bankruptcy: The Contract is subject to the terms of section 365(n) of the United States
Bankruptcy Code ("Code") if the licensor files a bankruptcy petition. Licensor's failure to
perform its continuing obligations shall constitute a material breach of the Contract excusing
performance by the licensee. Royalty payments for use of intellectual property shall be separate
from and independent of payments for performance of all other obligations under the Contract
(e.g., continuing development obligations, maintenance and support obligations, obligations to
provide updates, indemnity obligations, etc.). Upon request, the licensor shall furnish licensee
any intellectual property, as defined in the Code, and any embodiment of that intellectual
property held by the licensor. If licensee must hire third parties to perform support, maintenance,
or development tasks previously performed by licensor, the licensee may provide intellectual
property to such third parties without violating non -disclosure or exclusivity provisions.
3.24 Invoicing and Payment: Invoices shall contain the Contract number, purchase order
number, and the Contractor's SPURS vendor number. The State may require any other
information from the Contractor that the State deems necessary to verify any purchase order
placed under the Contract. At the Department's option, Contractors may be required to invoice
electronically pursuant to Department guidelines. Payment shall be made in accordance with
sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of
invoices. Time limits do not begin until the Contractor submits a properly completed invoice.
Invoices that must be returned to a Contractor due to preparation errors will result in a delay in
payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the
status of payments by State agencies. The Customer is responsible for all payments under the
Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the
Contract and shall not relieve the Contractor of its obligations to the Department or to other
Customers.
3.25 Taxes: The State does not pay Federal excise or sales taxes on direct purchases of tangible
personal property. The State will not pay for any personal property taxes levied on the
Contractor or for any taxes levied on employees' wages. Purchases by non -State Customers may
be subject to taxes, which shall be computed based on the purchase price and added to the
invoice submitted to such entity for payment.
3.26 Customer's Default: A Customer's breach of the terms of a particular order shall not be
deemed a breach of the Contract. If a Customer fails to make a payment to the Contractor for
products delivered or provided, accepted, and properly invoiced, within sixty days after approval
for payment, then the Contractor may, upon ten days advance written notice to both the
Department and Customer's purchasing official, suspend additional shipments of product or
provision of services to that specific Customer until such time as reasonable arrangements have
been made and assurances given by the Customer for current and future Contract payments.
Notwithstanding the foregoing, the Contractor shall, in writing and at least ten days before
declaring a Customer in breach of the terms of a particular order, notify both the Department and
Customer's purchasing official of the specific facts, circumstances and grounds upon which the
Contractor intends to declare a breach. If the Contractor's basis for declaring a breach is
determined, then or later, to be insufficient, then the Contractor's declaration of breach and
failure to service the Customer shall constitute a breach of the Contract by the Contractor and the
Department or Customer may thereafter seek any remedy available at law or equity.
46
3.27 Annual Appropriations: The State's performance and obligation to pay under the Contract
are contingent upon an annual appropriation by the Legislature.
3.28 Surcharee Fee and Summary of Total Sales: Pursuant to section 287.1345 of the Florida
Statutes, a surcharge fee of one percent (1.0%) is imposed on Contractor's sales under the
Contract. The fee shall be paid by the Contractor and must be included in prices bid and cannot
be added as a separate item. After receipt of payment from the Contract purchases, all
Contractor surcharge fees shall be payable to the Department no later than 15 days after the end
of each quarter. The Contractor shall note "surcharge fee" and the contract number on a check
and remit it to:
Florida Department of Management Services
P.O. Box 5438
Tallahassee, FL 32314-5438
At the end of each calendar quarter, the Contractor shall complete and submit to State Purchasing
the Vendor User Fee Report form (FUR 7073C) included in section 4.0 of these solicitation
documents. By submission of these reports and corresponding Contractor surcharge deposits,
Contractor is certifying their correctness. All such reports and fee deposits shall be subject to
audit by the State. Contractors shall be responsible for reporting sales and paying user fees
resulting from sales made by authorized resellers. The Department reserves the right to revise
collection and reporting requirements in conjunction with implementation of an on-line
procurement system.
Failure to comply with these requirements shall constitute grounds for declaring the Contractor
in default and recovering reprocurement costs from the Contractor in addition to all outstanding
surcharge fees. CONTRACTORS DELINQUENT IN PAYING USER FEES MAY BE
EXCLUDED FROM BIDDING ON DEPARTMENT CONTRACTS.
3.29 Governmental 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
Department in writing, indicating the specific restriction. The Department reserves the right and
the complete discretion to accept any such alteration or to cancel the Contract at no further
expense to the Department.
3.30 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 Chapter 60A-1 of the Florida
Administrative Code govern the Contract. By way of further non -exhaustive example, the
Contractor shall comply with section 247A(e) of the Immigration and Nationalization Act, the
Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race,
religion, sex, creed, national origin, handicap, marital status, or veteran's status. Violation of
such laws shall be grounds for Contract termination.
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3.31 Lobbying and Integrity: Pursuant to section 216.347 of the Florida Statutes, the Contractor
may not expend any State funds for the purpose of lobbying the Legislature, the judicial branch,
or a state agency. In addition, the Contractor shall not, in connection with this or any other
agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary
benefit on anyone as consideration for any State officer or employee's decision, opinion,
recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2)
offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request
of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of
more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals,
lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of
any kind. Upon request of the Department's Inspector General, or other authorized State official,
the Contractor shall provide any type of information the Inspector General deems relevant to the
Contractor's integrity or responsibility. Such information may include, but shall not be limited
to, the Contractor's business or financial records, documents, or files of any type or form that
refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1)
three years after the expiration of the Contract or (2) the period required by the General Records
Schedules maintained by the Florida Department of State (available at:
http://dlis.dos.state.fl.us/barm/aenschedules/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 of the Contractor's compliance with the terms of this
or any other agreement between the Contractor and the State which results in the suspension or
debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of
investigators, including overtime; travel and lodging expenses; and expert witness and
documentary fees. The Contractor shall not be responsible for any costs of investigations that do
not result in the Contractor's suspension or debarment.
3.32 Indemnification: The Contractor shall be fully liable for the actions of its agents,
employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the
State and Customers, and their officers, agents, and employees, from suits, actions, damages, and
costs of every name and description, including attorneys' fees, arising from or relating to
personal injury and damage to real or personal tangible property alleged to be caused in whole or
in part by Contractor, its agents, employees, partners, or subcontractors; provided, however, that
the Contractor shall not indemnify for that portion of any loss or damages proximately caused by
the negligent act or omission of the State or a Customer. Further, the Contractor shall fully
indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages,
and costs of every name and description, including attorneys' fees, arising from or relating to
violation or infringement of a trademark, copyright, patent, trade secret or intellectual property
right, provided that the State or Customer shall give the Contractor (1) written notice of any
action or threatened action, (2) the opportunity to take over and settle or defend any such action
at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole
expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or
made by the State or Customer in an infringement action without the Contractor's prior written
consent, which shall not be unreasonably withheld. If any product is the subject of an
infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the
Contractor may at its sole expense procure for the Customer the right to continue using the
48
product or to modify it to become non -infringing. If the Contractor is not reasonably able to
modify or otherwise secure the Customer the right to continue using the product, the Contractor
shall remove the product and refund the Customer the amounts paid in excess of a reasonable
rental for past use. The Customer shall not be liable for any royalties. Except as specified in the
foregoing portions of this section, for all other claims against the Contractor under any individual
purchase order, and regardless of the basis on which the claim is made, the Contractor's liability
under a purchase order for direct damages shall be the greater of $100,000, the dollar amount of
the purchase order, or two times the charges rendered by the Contractor under the purchase
order. Unless otherwise specifically enumerated in the Contract or in the purchase order, no
party shall be liable to another for special, indirect, or consequential damages, including lost data
or records (unless the purchase order requires the Contractor to back-up data or records), even if
the party has been advised that such damages are possible. No party shall be liable for lost
profits, lost revenue, or Lost institutional operating savings. The State and Customer may, in
addition to other remedies available to them at law or equity and upon notice to the Contractor,
retain such monies from amounts due Contractor as may be necessary to satisfy any claim for
damages, penalties, costs and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any payments
due the Contractor under any contract with the State.
3.33 Performance Bond: Customers may require the Contractor to furnish without additional
cost a performance bond or negotiable irrevocable letter of credit or other form of security for the
faithful performance of work under the Contract. Such requirement shall be set forth in the
purchase order.
3.34 Suspension of Work: The Department may in its sole discretion suspend any or all
activities under the Contract, at any time, when in the best interests of the State to do so. The
Department shall provide the Contractor written notice outlining the particulars of suspension.
Examples of the reason for suspension include, but are not limited to, budgetary constraints,
declaration of emergency, or other such circumstances. After receiving a suspension notice, the
Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety
days, or any longer period agreed to by the Contractor, the Department shall either (1) issue a
notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the
Contract. Suspension of work shall not entitle the Contractor to any additional compensation.
3.35 Termination for Convenience: The Department, by written notice to the Contractor, may
terminate the Contract in whole or in part when the Department determines in its sole discretion
that it is in the State's interest to do so. The Contractor shall not furnish any goods or perform
any services after it receives the notice of termination, except as necessary to complete the
continued portion of the Contract, if any. The Contractor shall not be entitled to recover any
cancellation charges or lost profits.
3.36 Termination for Cause: The Department may terminate the Contract if the Contractor
fails to (1) deliver the supplies or perform the services within the time specified in the Contract
or any extension, (2) maintain adequate progress, thus endangering performance of the Contract,
(3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing
requirement. Rule 60A-1.006(3), Florida Administrative Code, governs the procedure and
49
consequences of default. The Contractor shall continue work on any work not terminated.
Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess
costs if the failure to perform the Contract arises from events completely beyond the control, and
without the fault or negligence, of the Contractor. If the failure to perform is caused by the
default of a subcontractor at any tier, and if the cause of the default is completely beyond the
control of both the Contractor and the subcontractor, and without the fault or negligence of
either, the Contractor shall not be liable for any excess costs for failure to perform, unless the
subcontracted services or supplies were obtainable from other sources in sufficient time for the
Contractor to meet the required delivery schedule. If, after termination, it is determined that the
Contractor was not in default, or that the default was excusable, the rights and obligations of the
parties shall be the same as if the termination had been issued for the convenience of the
Department. The rights and remedies of the Department in this clause are in addition to any
other rights and remedies provided by law or under the Contract.
3.37 Force Majeure, Notice of Delay. and No Damaees 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 or the Department.
The Contractor shall not be entitled to an increase in the Contract price or payment of any kind
from the Customer or Department for direct, indirect, consequential, impact or other costs,
expenses or damages, including but not limited to costs of acceleration or inefficiency, arising
because of delay, disruption, interference, or hindrance from any cause whatsoever. If
performance is suspended or delayed, in whole or in part, due to any of the causes described in
this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased
cost, unless the Department determines, in its sole discretion, that the delay will significantly
impair the value of the Contract to the State or to Customers, in which case the Department may
(1) accept allocated performance or deliveries from the Contractor, provided that the Contractor
grants preferential treatment to Customers with respect to products subjected to allocation,
and/or (2) purchase from other sources (without recourse to and by the Contractor for the related
costs and expenses) to replace all or part of the products that are the subject of the delay, which
purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or
in part.
3.38 Equitable Adjustment: The Department may, in its sole discretion, make an equitable
adjustment in the Contract terms and/or pricing if pricing or availability of supply is affected by
50
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.
3.39 Scope Chanties: The Department may unilaterally require, by written order, changes
altering, adding to, or deducting from the Contract specifications, provided that such changes are
within the general scope of the Contract. The Department may make an equitable adjustment in
the Contract price or delivery date if the change affects the cost or time of performance. Such
equitable adjustments require the written consent of the Contractor, which shall not be
unreasonably withheld. If unusual quantity requirements arise, the Department may solicit
separate bids to satisfy them.
3.40 Renewal: Subject to Chapter 287 of the Florida Statutes, and upon mutual agreement, the
Department and the Contractor may renew the Contract, in whole or in part. Any renewal shall
be in writing and signed by both parties.
3.41 Advertising: The Contractor shall not publicly disseminate any information concerning the
Contract without prior written approval from the Department, including, but not limited to
mentioning the Contract in a press release or other promotional material, identifying the
Department or the State as a reference, or otherwise linking the Contractor's name and either a
description of the Contract or the name of the State, the Department, or any Customer in any
material published, either in print or electronically, to any entity that is not a party to Contract,
except potential or actual authorized distributors, dealers, resellers, or service representative.
3.42 Assienment: The Contractor shall not sell, assign or transfer any of its rights, duties or
obligations under the Contract, or under any purchase order issued pursuant to the Contract,
without the prior written consent of the Department; provided, the Contractor assigns to the State
any and all claims it has with respect to the Contract under the antitrust laws of the United States
and the State. The Department may assign the Contract with prior written notice to Contractor of
its intent to do so.
3.43 Dispute Resolution: Any dispute concerning performance of the Contract shall be decided
by the Contract Specialist, who shall reduce the decision to writing and serve a copy on the
Contractor and, if appropriate, the Customer. The decision of Contract Specialist shall be final
and conclusive unless within ten (10) days from the date of receipt, the Contractor files with the
Department a petition for administrative hearing. The Department's decision on the petition
shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida
Statutes. Without limiting the foregoing, the exclusive venue of any legal or equitable action
that arises out of or relates to the Contract shall be the appropriate state court in Leon County,
Florida; in any such action, Florida law shall apply, the Contractor waives any right to jury trial
that it may have, and the prevailing party shall be awarded reasonable costs incurred, including
attorneys' fees and costs on appeal.
51
3.44 Employees, Subcontractors, and Aeents: All Contractor employees, subcontractors, or
agents performing work under the Contract shall be properly trained technicians who meet or
exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of
technical certification or other proof of qualification. All employees, subcontractors, or agents
performing work under the Contract must comply with all security and administrative
requirements of the Customer. The State may conduct, and the Contractor shall cooperate in, a
security background check or otherwise assess any employee, subcontractor, or agent furnished
by the Contractor. The State may refuse access to, or require replacement of, any personnel for
cause, including, but not limited to, technical or training qualifications, quality of work, change
in security status, or non-compliance with a Customer's security or other requirements. Such
approval shall not relieve the Contractor of its obligation to perform all work in compliance with
the Contract. The State may reject and bar from any facility for cause any of the Contractor's
employees, subcontractors, or agents.
3.45 Security and Confidentiality: The Contractor shall comply fully with all security
procedures of the State and Customer in performance of the Contract. The Contractor shall not
divulge to third parties any confidential information obtained by the Contractor or its agents,
distributors, resellers, subcontractors, officers or employees in the course of performing Contract
work, including, but not limited to, security procedures, business operations information, or
commercial proprietary information in the possession of the State or Customer. The Contractor
shall not be required to keep confidential information or material that is publicly available
through no fault of the Contractor, material that the Contractor developed independently without
relying on the State's or Customer's confidential information, or material that is otherwise
obtainable under State law as a public record. To insure confidentiality, the Contractor shall take
appropriate steps as to its personnel, agents, and subcontractors. The warranties of this
paragraph shall survive the Contract.
3.46 Independent Contractor Status of Contractor: The Contractor, together with its agents,
distributors, resellers, subcontractors, officers and employees, shall have and always retain under
the Contract the legal status of an independent contractor, and in no manner shall they be deemed
employees of the State or Customer or deemed to be entitled to any benefits associated with such
employment. During the term of the Contract, Contractor shall maintain at its sole expense those
benefits to which its employees would otherwise be entitled to by law, including health benefits,
and all necessary insurance for its employees, including workers' compensation, disability, and
unemployment insurance, and provide Customers with certification of such insurance upon
request. The Contractor remains responsible for all applicable federal, state, and local taxes, and
all FICA contributions.
3.47 Insurance Requirements: During the Contract term, the Contractor at its sole expense shall
provide commercial insurance of such a type and with such terms and limits as may be reasonably
associated with the Contract, which, as a minimum, shall be: workers' compensation and
employer's liability insurance per Florida statutory limits (currently $100,000 per accident,
$100,000 per person, and $500,000 policy aggregate) covering all employees engaged in any
Contract work; commercial general liability coverage on an occurrence basis in the minimum
amount of $500,000 (defense cost shall be in excess of the limit of liability), naming the State as an
additional insured; and automobile liability insurance covering all vehicles, owned or otherwise,
52
used in the Contract work, with minimum combined limits of $500,000, including hired and non -
owned liability, and $5,000 medical payment. Providing and maintaining adequate insurance
coverage is a material obligation of the Contractor and is of the essence of the Contract. Upon
request, the Contractor shall provide certificate of insurance. The Contract shall not limit the types
of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage
under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's
liability and obligations under the Contract. All insurance policies shall be through insurers
authorized to write policies in Florida.
3.48 Service: If a Customer is unable to obtain service/warranty within the time specified, or if
difficulties are encountered in obtaining service from the Contractor's designated service
location, the Customer shall notify the individual designated on the Contractor's ordering
instruction sheet, who shall then arrange and coordinate service by an alternate service dealer at
no additional cost to the Customer.
3.49 Warranty: Contractor warrants that all product furnished under the Contract shall be free
of defective material and workmanship, and shall otherwise perform in accordance with required
performance criteria, for a period of not less than one (1) year from date of acceptance.
Warranty repairs shall be completed within the time specified in any support level requirements.
If it is likely that the time for repairs will exceed the specified time, the Contractor shall provide
equivalent loaner equipment upon request by the Customer. Loaner equipment shall be provided
at no cost, including shipment to the Customer's location and return of loaner equipment to the
Contractor.
3.50 Warranty of Authority: Each person signing the Contract warrants that he or she is duly
authorized to do so and to bind the respective party to the Contract.
3.51 Warranty of Ability to Perform: The Contractor shall provide the Department, no later
than the time the Contractor returns a signed copy of the Contract, with proof of a Certificate of
Status from the Secretary of State, Division of Corporations, demonstrating that the Contractor is
in good standing and legally authorized to transact business in Florida. Failure to submit this
documentation shall be sufficient grounds for withholding payment under the Contract and cause
for termination. The Contractor warrants that, to the best of its knowledge, there is no pending
or threatened action, proceeding, or investigation, or any other legal or financial condition, that
would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract
obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted
vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list
maintained by any other state or the federal government. The Contractor, shall immediately
notify the Department in writing if its ability to perform is compromised in any manner during
the term of the Contract.
3.52 Year 2000 Compliance Warranty: All products furnished under the Contract shall be
Year 2000 compliant, that is, able to accurately process date data from, into, and between the
twentieth and twenty-first centuries, including leap year calculations. Resellers may provide a
"pass through warranty" from the manufacturer/software developer, which meets all the warranty
53
requirements specified by the State, and which shall include all other warranties provided by the
manufacturer or software developer. Reseller shall be responsible for warranty assurance,
assistance, enforcement and any other actions or remediation, required to satisfy warranty
requirements.
3.53 Warranty of No Hardstop/Passive License Monitoring: Unless a Customer is
specifically and conspicuously advised to the contrary in writing at the time of order and before
product acceptance, the Contractor hereby warrants and represents that the product and upgrades
do not and will not contain any computer code that would disable the product or upgrades or
impair in any way operation based on the elapsing of time, exceeding an authorized number of
copies, advancement to a particular date or other numeral, or other similar self-destruct
mechanisms (sometimes called "time bombs," "time locks," or "drop dead" devices) or that
would permit the Contractor to access the product to cause such disablement or impairment
(sometimes called a "trap door" device). The Contractor agrees that upon an alleged breach of
this provision, the Customer shall not have an adequate remedy at law, including monetary
damages, and that the Customer shall be entitled to seek a temporary restraining order,
injunction, or other form of equitable relief against the continuance of such breach, in addition to
any other remedies to which the Customer shall be entitled.
3.54 Notice: All notices required under the Contract shall be delivered by certified mail, return
receipt requested, by reputable air courier service, or by personal delivery. Notices to the
Department shall be delivered to the Contract Specialist identified in the Instructions to Bidders.
Notices to the Contractor shall be delivered to the person who signs the Contract. Either
designated recipient may notify the other, in writing, if someone else is designated to receive
notice.
3.55 Leases and Installment Purchases: The State Comptroller's prior approval is required for
State agencies to enter into or to extend any lease or installment -purchase agreement in excess of
the Category Two amount established by section 287.017 of the Florida Statutes.
3.56 Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE): To the
extent that a product is certified by or is available from PRIDE, and has been approved in
accordance with section 946.515(2) of the Florida Statutes, it is expressly understood and agreed
that any articles which are the subject of, or required to carry out, the Contract shall be purchased
from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same
manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida
Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out
the provisions of the Contract shall be deemed to be substituted for the agency insofar as
dealings with such corporation are concerned. This provision is required by section 946.515(6)
of the Florida Statutes; additional information about PRIDE and the products it offers is available
at http://www.pridefl.com.
3.57 Products Available from the Blind or Other Handicapped: To the extent that a product
is included on the procurement list created and distributed pursuant to section 413.035(2),
Florida Statutes, 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
54
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. This provision is required by
section 413.036(3) of the Florida Statutes; additional information about the designated nonprofit
agency and the products it offers is available at http://www.respectofflorida.org.
3.58 Modification of Terms: The Contract contains all the terms and conditions agreed upon by
the parties, which terms and conditions shall govern all transactions by Customer under the
Contract. The Contract may only be modified or amended upon mutual written agreement of the
Department and the Contractor. No oral agreements or representations shall be valid or binding
upon the Department, a Customer, or the Contractor. For individual purchase orders, however,
the Contractor may offer the Customer more advantageous pricing, payment, or other terms and
conditions than those set forth in the Contract. In such event, upon request the Contractor shall
furnish to the Department a copy of the better offer. The Department shall determine, in its sole
discretion, whether the offer, on the whole, is in fact more advantageous. Any offer that is not
more advantageous, even if this determination is not made until after acceptance, shall be
voidable at the Customer's option, in which case the Contract terms and conditions shall govern.
Other than where terms are more advantageous for the Customer than those set forth in the
Contract, no alteration or modification of the Contract terms, including substitution of product,
shall be valid or binding against the Customer unless authorized by the Department or specified
in the notice of award. The Contractor may not unilaterally modify the terms of the Contract by
affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard
preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product,
whether written or electronic) or by incorporating such terms onto the Contractor's order or
fiscal forms or other documents forwarded by the Contractor for payment. A Customer's
acceptance of product or processing of documentation on forms furnished by the Contractor for
approval or payment shall not constitute acceptance of the proposed modification to terms and
conditions.
3.59 Waiver: The delay or failure by the Department to exercise or enforce any of its rights
under this Contract shall not constitute or be deemed a waiver of the Department's right
thereafter to enforce those rights, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right.
3.60 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.
3.61 Severabilitv: 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.
55
AMENDMENT NO. 02
TO
CONTRACT No. 725-000-03-01
BETWEEN
STATE OF FLORIDA - DEPARTMENT OF MANAGEMENT SERVICES
AND
NEXTEL COMMUNICATIONS
THIS AMENDMENT NO. 02 (the "Amendment") is made effective as of the ls` day of July,
2004 (the "Effective Date") and is attached to and forms a part of Contract No. 725-000-03-01
by and between Nextel South Corp. dlb/a Nextel Communications ("Nextel") and State of
Florida, Department of Management Services ("Customer"), dated December 20, 2002, as
amended (the "Contract"). The Customer and Nextel are sometimes referred to herein
individually as a "Party" or collectively as the "Parties." Unless otherwise defined in this
Amendment, capitalized terms shall have the meaning set forth in the Contract.
WHEREAS, Nextel owns and/or operates systems to provide wireless telecommunications (the
"System(s)"), together with affiliated companies as a nationwide network, in certain geographic
areas throughout the United States, provides access to such Systems (the "Service(s)"), and
provides cellular phone, BlackBerry , radio equipment and all other related equipment or
devices used in connection with the Service ("Equipment");
WHEREAS, the Customer awarded Nextel the Contract on December 20, 2002 for the provision
of wireless Equipment and Services; and
WHEREAS, the Customer and Nextel desire to make certain changes to the Contract as set forth
herein.
NOW THEREFORE, the Parties hereby agree as follows:
1. The discount structure available to authorized purchasers under the Contract is hereby
revised to provide the following discounts (the "Discounts") for the term of the Contract:
a. 1 8% discount off voice and data monthly access charges
b. 39% discount off handsets
c. 20% discount off accessories
2. New handsets activated on or after July 1, 2004 shall receive the Discounts upon
activation.
3. All existing handsets that were activated prior to July 1, 2004 shall receive the Discounts
within a maximum of ninety (90) days from the Effective Date of this Amendment (the
"Implementation Period"). Customer acknowledges and agrees that no credits will be issued to
compensate for the difference in discounts during the Implementation Period.
1
4. Existing or new units activated under the Employee Value Program ("EVP") are not
eligible for the new Discounts.
5. Both Nextel and Customer hereby affirm their respective rights and obligations made in
the Agreement on and as of this date. Unless changed as set forth herein, the provisions, terms
and conditions of the Agreement remain in full force and effect and shall apply to and be a part
of this Amendment as if set forth herein.
6. All other terms and conditions of the Contract remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, Customer and Nextel have caused this Amendment to be signed and
delivered by their duly authorized representatives, all as of this Amendment's Effective Date.
NEXTEL SOUTH CORP.,
STATE OF FLORIDA
d/b/a Nextel Communications Depar , ' nt of M,nagement Services
BY: BY•
NAME: H. Leon Frazier NAME• f 5 174/4 /,``
TITLE: Vice President, Public Sector TITLE: (thrEf r%�C //r& DPr/12kf
DATE: July , 2004 DATE: 8/ a44
State Term Contract No. 725-000-03-1
Amendment No. I
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.mvfloridamarketplace.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 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
State Term Contract No. 725-000-03-1
Amendment No. 1
Page 1 of 4
1/24/03
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
State Term Contract No. 725-000-03-1
Amendment No. 1
Page 2 of 4
1/24/03
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
State Term Contract No. 725-000-03-1
Amendment No. 1
Page 3 of 4
1/24/03
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
State Term Contract No. 725-000-03-1
Amendment No. 1
Page 4 of 4
1/24/03
Cellular and Paging Equipment and Services
725-000-03-1
Arch Wireless
AT&T Wireless
Cingular Wireless
GrayLink Paging
Liberty Communications
Metrocall Wireless
Network Services
Nextel South Corporation
Sprint PCS
Vendor Information
http://www.getword.com
http://www.attwireless.com/ordering/statefla/924418
http://www.cingularsouthwest.com/Florida/
http://mail.gravlink.com/FloridaWebPage/Statepricing.htm
http://www.myfloridapaging.com
http://www.metrocall.com/florida
http://www.networkservices.net/florida
http://www.nextel.com/phones plans/states/florida/index.shtml
http://www.sprint.com/stategov/florida
Verizon Wireless (Cellular) http://www.verizonwireless.com/b2b/stateofflorida
Verizon Wireless (Paging) http://www.verizonmessaging.com/StateofFlorida/vwmspricing
(Rev 2 Oct 03)
56