Loading...
HomeMy WebLinkAboutSpecial ConditionsSPECIAL CONDITIONS RPOSE The purpose of this Negotiation is to establish a 36 month contract for the purchase of Oracle Software by all State of Florida agencies and other eligible users in accordance with the following Eligible Users paragraph. It is anticipated that the contract will be effective from June 1, 2000 through May 31, 2003. ELIGIBLE USERS Under Florida Law use of State contracts shall be available to political subdivisions (county, local county board of public instruction, municipal, or other local public agency or authority) State Universities and private non-profit, educational facilities as defined in Section 240,605 F.S. and the Commission for the Transportation Disadvantaged as defined in Section 287-042 (2)(a). OPTIONAL CONTRACT USAGE In addition to the eligible users referenced above with the consent of the successful) respondent(s) purchases may be made under the terms and conditions of this Negotiation, by government entities located outside the State of Florida. Appropriate governmental entities' purchasing laws, rules and regulations shall apply to purchases made under this contract. ESTIMATED QUANTITIES It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately $3,000,000 under any contract resulting from this Negotiation. These estimated figures are given only as a guideline for preparing your Negotiation response and should not be construed as representing actual figures under the contract. SrECIAL ACCOMMODATIONS Any person requiring a special accommodation at Division of Purchasing because of a disability should call Division of Purchasing at (850) 488-8440 at least five (5) workdays prior to any meeting If you are hearing or speech impaired, please contact the Division by using the Florida Relay Service, which can be reached at 1 (800) 955-8771 (TDD). SPECIAL SALES OFFERS All purchases made from State contracts by eligible users must be in strict adherence to all terms, conditions and prices contained therein; therefore, all contract suppliers and their representatives are required to present any "special" price proposals directly to Division of Purchasing. SALES PROMOTIONS It is understood that sales promotions may occur during the term of the contract that will lower the prices of some products for the period of the sales promotion. Any -such reduction shall appear on the using agency invoices. Sale pricing shall be made available to all users of the contract, with the exception of sale pricing involving education prices. The contractor to Division of Purchasing shall document sales promotions in writing. Contractor shall specify start and ending dates of the sales promotion. Division of Purchasing will not accept sales promotions specifying limited quantities or closeouts. DELIVERY REQUIREMENTS prices offered shall include delivery to purchaser within 30 days. 3 NOTICE TO CONTRACTOR The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the migration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation .ul be cause for unilateral cancellation of the contract. PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may riot submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. AUTHORIZED DEALERS/DISTRIBUTORS AND/OR SERVICE LOCATIONS: On any contract where orders will be directed to Authorized Dealers/Distributors or listing Service Locations, this information shall be provided by the vendor as part of the negotiation package in hard copy. SURCHARGE FEE AND SUMMARY OF TOTAL SALES Division of Purchasing hereby imposes a vendor surcharge fee of .5% on contractors' sales under any contract resulting from this bid. The fee will be paid by the contractor and must be included in submitted prices and cannot be added as a separate item. Use of this contract will be optional by State Agencies. If a State Agency elects to purchase from a source other than the resulting State contract, such purchases shall be in accordance with Chapter 287, F.S., and 60A Florida Administrative Code, . .er receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of Florida no later than 15 days after the end of each quarter. Vendor surcharge fee and contract number should be noted on the check and remitted to: State of Florida Department of Management Services P.O. Box 5438 Tallahassee, FL 32314-5438 Contract supplier shall furnish Division of Purchasing a detailed summary of sales at the end of each quarter. By submission of these Sales Summary reports and corresponding vendor surcharge deposits, the contractor(s) is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of Florida. Summary information shall be provided each quarter and shall include the following. A. State C�otntract Number B. Identity of purchaser C, Type of software sold D. Total sales of software/New license sales per quarter and year-to-date E. Total sales of upgrade (maintenance)releases and upgrades purchased per quarter and year-to-date F. Total sales per quarter and year-to-datc Failure to comply with these requirements will result in the contract supplier being found in default, in which r^se any and all re -procurement costs and all outstanding vendor surcharge fees may be charged against the .sulting contractor and may result in immediate, unilateral cancellation ofyour contract by Division of Purchasing. 4 PRICE LISTS On any contract where pricing is based on a Manufacturer's or Dealer's published price list (net or r'' -^ounted), the price list must be provided by the respondent as part of the package in hard copy, and on a 3.5 _,t diskette as a Word or Excel document. Any subsequent revisions shall be submitted in the same format to Division of Purchasing Contract Administrator, for review and approval prior to implementation. Updates may be submitted by e-mail or diskette. The Contract resulting from this negotiation will become a public document. The State of Florida, Division of Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to distribute State Term Contracts and product information. Each Contract Vendor shall develop and maintain a State Contract Web Page on the Internet WWW to post the State Contract prices. This site must be dedicated to the State of Florida Contract. Access to the site and its information cannot be password protected. The Page must be compatible with the most recent version of browser software being used by Division of Purchasing. As of the writing of this solicitation, Netscape Navigator 3.0 is the Division of Purchasing Browser standard. Division of Purchasing intends to upgrade to a new browser version as it becomes available and fully tested, at its discretion. State Contract Page must be as follows: Solely for current contract pricing 1✓ Additional links or information may be placed on the left edge of the screen to access additional product literature, the vendor's home page, the history of the company, etc. The center of the screen contains information and pricing that relates to only the terms on the contract being served. A The Universal Resource Locator (URL) for the Internet Page must be supplied to Purchasing prior to the implementation of the contract. Failure to follow the above specifications as required in this section will be grounds for the link being broken from the State Contract and may be grounds for removal from the contract. WARRANTY Please refer to the Warranty Clause in the Software License and Services Agreement, YEAR 2000 COMPLIANCE WARRANTY: For purposes of this Year 2000 warranty, the team "Product shall include software, firmware, microcode, hardware and embedded chip technology. Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by the vendor and purchased by the State, for which Vendor is obligated to provide maintenance service are, and in the future, will be, Year 2000 Compliant. Year 2000 Compliant means the Product will include the ability to: consistently handle date information before, during, and after January 1, 2000, including accepting date input providing date output, and processing dates; function before, during and after January 1, 2000, without the need for program changes caused by the advent of the new century; properly handle all date related information before and following Jan 1, 2001, including but not limited to accurate and reliable performance i' processing date and date related data, including calculating, comparing and sequencing; properly process and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide output of date information in ways that are unambiguous as to century. 5 The duration of this warranty and the remedies available to the State for breach of this warranty shall be as defined in, and subject to, the terms and limitations of any general warranty provisions of this contract, -vided that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of ; such warranty provision(s), defects in the Product with regard to Year 2000 Compliance, if any, will be corrected by Vendor at Vendor's cost within a tirneframe mutually agreed upon with the State. Vendor cannot be held responsible for errors resulting from devices or systems external to this contract which are permitted to directly access any database provided under this Agreement and overwrite Product date fields or from the users improper integration of non -Year 2000 Compliant systems. Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects other than Year 2000 performance. REMEDY CLAUSE: In the event of any decrease in product functionality related to time and date related codes and internal subroutines that impede the hardware or software programs from operating beyond the Millennium Date Change, Licensors and Vendors of Licensors products, agree to immediately make required corrections to restore hardware and software programs to the same level of functionality as warranted herein at no charge to the licensee, and without interruption to the ongoing business of licensee, time being of the essence. RESELLERS: All products bid under this bid/contract will be Year 2000 compliant. Year 2000 Compliant means the Product will include the ability to: consistently handle date information before, during, and after January 1, 2000, including accepting date input, providing date output, and processing dates; function before, during and after January 1, 2000, without the need for program changes caused by the advent of the new century; properly handle all date related information before and following January 1, 2001, including but not limited to accurate 2^1 reliable performance in processing date and date related data, including calculating, comparing and . ,uencing; properly process any and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide output of date information in way that are unambiguous as to century. Resellers may provide a "pass through warranty" from the manufacturers/software developer, which meets all the warranty requirements by the State, and which shall include all other warranties provided by the manufacturer or software developer. Reseller shall be responsible for warranty assurance, assistance, enforcement and any other actions or remediation, required to satisfy warranty requirements. FORCE MAJEURE Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control. LIMITATION OF REMEDIES Contractor's entire liability and the State's exclusive remedy shall be as follows: In all situations involving performance or non-performance of machines or programming (other naafi" licensed programs) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of tie machine or replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or a replacement machine, model upgrade or feature in good working order, or to restore it to good working order, or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to the limits set forth in this Special Condition. For any other claim concerning performance or non-performance by Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under f-ts Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special edition. 6 If this contract is for purchase of machines, then the following shall apply, Contractor's entire liability for damages to the State for any cause whatsoever, and regardless of form of action, whether in contract or it, t, ;. -ruding negligence, shall be limited to the greater of $100,000 or the appropriate price stated herein for th • .,;ific machines that caused the damages or that are the subject matter of or are directly related to the esti of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage award4. referred to in the General Condition 14 entitled "Patents and Royalties", or to (b) claims for re -procurement. costs or the cost of cover pursuant to Division of Purchasing Rule 60A 1.006(4) entitled "Default", or to (c, claims for personal injury or damage to real or tangible personal property caused by Contractor's negligetict tortious conduct. If this contract is for the purchase of hardware maintenance services, then the following shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall L limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance cha, for the specific machines under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specif. machines when the cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" e; (b) claims for re -procurement costs or costs to cover pursuant to Division of Purchasing Rule 60A-1.006(4,a entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortious conduct. If this contract is for purchase of software maintenance services, then the following shall apply: Contracts.. entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actor i .cages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the sped t, software product under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific software product when the cause of action arose. The foregoing limitation of liability will not apply to (a) t,L., payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties", o tc: (b) claims for re -procurement costs or the cost of cover pursuant to Division of Purchasing Rule 6QA-1.0(''S('• entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by Contractor's negligence or tortious conduct. If this contract is for services other than hardware or software maintenance, then the following shall apply: Contractor's entire liability and the state's exclusive remedy for damages to the state for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall limited to actual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the services which are the subject matter of, or are directly related to, the cause of action. The foregoing limitation of liability will not apply to (a) the payment of/cost and damage awards referred to in "Patents any Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to Division of Purchasing F' 60A- 1 ,006(4) entitled "Default", or to (c) claims by the Department for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortious conduct If this contract is for the acquisition of licensed programs, including personal computer licensed programs, then the following shall apply: Contractor's entire liability and the State's exclusive remedy shall be as f"llows: In all situations involving perforniance or non-performance of licensed programs furnished under Agreement, the State's remedy is (1) the correction by the Contractor of licensed program defects, or C. if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the Str shall be entitled to recover actual damages to the limits set forth in this section. 7 For any other claim concerning performance or non-performance by the Contractor pursuant to, or in any way related to, the subject matter of this Agreement the State shall be entitled to recover actual damages to the ' --its set forth in this section. Contractor's liability for damages to the State for any cause whatsoever, and _,ardless of the form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or any monthly license or initial license charges which would be due for 12 months use of the licensed program that caused the damages or that is the subject matter of, or is directly related to, the cause of action and shall include any initial or process charges paid to the Contractor. This limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for re -procurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal property caused by the Contractor's negligence or tortious conduct. Contractor shall hold and save the State harmless for any and all suits and judgments against the State for personal injury or damage to real or tangible personal property caused by Contractor's tortious conduct in the performance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of any claim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with the State in the control, defense and trial of any claims and any related settlement negotiations and, provided further, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such claim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of the defense, trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in the defense of any claim. In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform the S,ate's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been ised.of the possibility of such damages, or for (c) any claim against the State by any other party, except as provided in the hold harmless provision of the preceding paragraph of this Special Condition and except as provided in the General Condition entitled "Patents and Royalties", or for (d) any damages caused by performance or non-performance of machines or programming located outside the United States or Puerto Rico. QUALITY ASSURANCE The contractor, during the contract term, upon mutual agreement, will provide reasonable travel and lodging accommodations for one (1) to three (3) government employees to perform an on site inspection of the manufacturing process(es) and review of the manufacturer's product quality control(s) and total quality management prograrns(s). The contractor will reimburse the State for actual transportation cost, per diem and incidental expenses as provided in Section 112.061, Florida Statutes. It is the State's desire that the contractor provides demonstration of quality control for improvement rather than postproduction detection. VISA ACCEPTANCE The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa acceptance is mandatory but is not the exclusive method of payment. Please indicate your ability to accept Visa in the space provided on the Ordering Instruction sheet of the bid. RENEWAL Division of Purchasing reserves the option to renew the period of this contract, or any portion thereof, for an .itional term not to exceed the original contract period. Renewal of the contract period shall be by mutual agreement in writing. 8 DISTRIBUTION OF CERTIFICATION OF CONTRACT One (l) copy of the Certification of Contract shall be furnished to each contractor as a result of this bid. No ' iitions, deletions or changes of any kind shall be made to this certification by the contractor without prior ur,proval of Division of Purchasing. ORDER OF PRECEDENCE If there is a conflict between the Oracle Inc. Agreement and the provisions of the General and Special Conditions then the General and Special Conditions shall take precedence and govern, except where specifically amended by this Agreement. 9