HomeMy WebLinkAboutAmendment No. 1 - 3Microsoft Business Agreement Number
Microsoft Services Agreement Number
AMENDMENT No. 1
TO
MICROSOFT SERVICES AGREEMENT - STATE & LOCAL
This amendment is made and entered into by and between the undersigned for the purpose of amending
Microsoft Services Agreement - State & Local ( "agreement" or "contract") identified above between State of
Florida, Department of Management Services ("State" or "you") and Microsoft Corporation ("we", "us",
or "contractor"). All terms used but not defined in this amendment will have the meanings assigned to such
terms in the Microsoft Business Agreement or the services agreement.
1. Amendment.
1. Section 2, Services, is hereby revised in its entirety to read as follows:
2. Services, We agree to provide support and consulting services under the terms and conditions of this
agreement. The precise scope of the services will be specified in work orders (for consulting services)
or services descriptions (for support services) entered into under this agreement. You or any of your
affiliates can enter into work orders and services descriptions under this agreement with our local
affiliate. Our ability to deliver the services depends upon your full and timely cooperation, as well as
the accuracy and completeness of any information you provide. This agreement does not obligate either
of us or any of our affiliates to enter into any work order or services description.
2. Section 3, Fees and expenses, is hereby revised in its entirety to read as follows:
Invoicing and payment: We shall be paid upon submission of a proper invoice as described below to the
purchaser at the prices stipulated on the work order or services description agreed to in writing by you
and us, after delivery and acceptance of services, less deductions if any, as provided. Invoices shall
contain the contract number, purchase order number and our SPURS vendor number. An original and
three (3) copies of the invoice shall be submitted. Failure to follow these instructions may result in delay
in processing invoices for payment. INTEREST PENALTIES: Payment shall be made in accordance
with Section 215.422, Florida Statutes, which states our rights and your responsibilities concerning
interest penalties and time limits for payment of invoices. VENDOR RESPONSE SYSTEM: To access
an interactive Voice Response System for vendor payment inquiry, vendors may call between 7 a.m. and
6 p.m. Monday through Friday to check on the status of payments by State agencies as provided on State
purchase orders. The system can accommodate English and Spanish speaking callers. VENDOR
OMBUDSMAN: We are aware of the following time frames: Upon receipt an agency has five (5)
working days to inspect and approve the services, unless the work order specifies otherwise. You have
20 days to deliver a request for payment (voucher) to the Department of Banking and Finance. The 20
days are measured from the latter of the date the invoice is received or the services are approved. If a
payment is not available within 40 days, a separate interest penalty set by the Comptroller pursuant to
Section 55.03 FS, will be due and payable, in addition to the invoice amount to the vendor. To obtain the
applicable interest rate, we will contact the agency purchasing office. Interest penalties of less than one
(I) dollar will not be enforced unless we request payment. Invoices which have to be returned to us
because of our preparation errors will result in a delay in the payment. The invoice payment
requirements do not start until a properly completed invoice is provided to the agency. A Vendor
Ombudsman has been established within the Department of Banking and Finance. The duties of this
individual include acting as an advocate of vendors who may be experiencing problems in obtaining
timely payments) from a State agency. State Purchasing shall review the conditions and circumstances
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surrounding non-payment, and unless there is a bona fide dispute, State Purchasing may, in writing,
authorize us to reject and return purchase orders from you until such time as you comply with the
provisions of Section 215.422, F.S
Notwithstanding any other provision of this paragraph, time and materials consulting services shall be
accepted and approved upon performance of such services and the provision by us of an invoice
identifying the hours worked by us by labor category, and the applicable hourly rates and total charges
for the preceding month. Our fees exclude taxes, duties, tariffs or other governmental charges or
expenses (including, without limitation, any value added taxes), and such applicable taxes will be billed
to and paid by you. We are responsible for taxes based upon our personal property ownership and net
income,
3. Section 9a, Entire Agreement, is hereby revised in its entirety to read as follows:
a. Entire Agreement. The documents identified on the cover page of this agreement constitute our
entire
agreement concerning the subject matter hereof, and supersede any other prior and contemporaneous
communications. The terms of these documents shall control in the order specified in Amendment No. 1
to the Microsoft Business Agreement. The terms of any purchase order or any general terms and
conditions you or your affiliates maintain, other than those mandatory terms required by statute or
regulation, do not apply. This agreement can be amended or changed only by operation of law or an
amendment signed by both parties.
4. Section 9d, Obligation in Lieu of Indemnity, is hereby revised in its entirety to read as follows:
9.d. Your responsibility for distribution of deliverables. To the extent permitted by Florida law, you
agree that you will be completely responsible for any costs and damages, pursuant to any settlement
between the parties or any adjudicated claim or action, arising from or relating to any services
deliverables that you distribute.
5. A new section 10, Additional conditions, is hereby added to the agreement and reads as follows:
a. Special Accommodation. Any person requiring a special accommodation at State Purchasing
because of a disability should call State Purchasing at (904) 488-8440 at least five (5) workdays prior to
the negotiations. 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).
b. Deliverables. The following paragraph is added at the end of Section 2, "Services"; of the
agreement: Information technology consulting and product support services supplied by us under this
agreement are provided to assist the State. The State shall be responsible for the operation and use of
any deliverables provided under any work order resulting from this agreement, and for ensuring that
they meet State's requirements.
c. Notice regarding employment of aliens. The employment of unauthorized aliens by any contractor
is considered a violation of section 247A(e) of the Immigration and Nationalization Act. If we
knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the
Services Agreement and any existing work orders.
d. Travel and Living Expenses. Invoices for travel and living expenses, as authorized under provisions
of this agreement, shall be submitted in accordance with Section 112.061, Florida Statutes.
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e. Purchases Under $2,500. State and its affiliates have the option to purchase from non -contract
vendors provided the cost is below $2,500. State agencies are encouraged to use the State Visa
Purchasing Card for all purchases under $2, 500.
f. Price Protection. Our labor rates for information technology consulting services as of the Effective
Date of this services agreement are attached to this agreement as Appendix A to the Services
Agreement, Information Technology Consulting Services Rates. We reserve the right to revise our labor
rates not more than once in any 12-month period. Otherwise, rates for information technology
consulting services may be adjusted off our then current labor rates for such services, for project or
volume hours, by mutual agreement of you and us. Estimated total fees for consulting services under
each work order will be as agreed by the parties in each work order.
g. Changes In Personnel. We may assign, reassign and substitute personnel at any time. In the event it
becomes necessary for us to substitute key personnel, such substitution will take place in consultation
with the State.
h. Default. Material failure by us to perform according to this agreement and the scope of work after the
notice and cure period specified in Section 6 of this services agreement shall be cause for us to be found
in default, and, if State elects to terminate this service agreement or any applicable work order or
services description, the State's damages shall include any and all reprocurement costs. Any termination
of this services agreement by State due to our default may also result in (i) our name being removed
from State Purchasing vendor mailing list, and (ii) all State agencies being advised not to do business
with us without written approval from State Purchasing.
i. Intellectual Property. Any ideas, concepts, know-how, data processing techniques, software,
documentation, diagrams, schematics or blueprints developed exclusively by our personnel in connection
with information technology consulting services provided to State will be our exclusive property. Any
joint or future software development effort will be subject to a work order signed by you and us, wherein
all ownership and license rights to such developed product shall be specified in detail. In the absence of
such agreement, the following terms shall apply: Each party shall maintain sole ownership of its own
software and materials, which are independently developed or owned solely by State or us, respectively
('pre-existing work'). Nothing in this Agreement shall affect in any way our or a third party's, ownership
of all right, title and interest in and to any of our or such third party's, system software, application
software, routines, techniques, ideas or formulae which may be utilized in whole or in part by us in
performing services for State, or any modifications, enhancements or derivative works thereof, which
shall remain our sole property. Our commercial off -the shelf products ("commercial products') which are
provided under a work order will be Iicensed to State in accordance with the terms of the end -user
license agreement packaged with such product. We will grant State a non-exclusive, perpetual, fully paid
up license to use, reproduce and modes our pre-existing work for the State's internal business operations.
You grant us a non-exclusive license to use, reproduce and modify any pre-existing work of State during
and solely for the performance of the particular work order. All rights in any computer code or materials
(other than commercial product or pre-existing work) developed by us and provided to State under a
work order ("developments') will be jointly owned by us and State. Each party will be free to use,
reproduce, and modify the developments for any purpose whatsoever, without any obligation of
accounting or payment of royalties, provided that State agrees to limit its use, reproduction and
modification of developments for its internal business operations. Each party shall be the sole owner of
any modifications that it makes based on the developments. All rights not expressly granted are reserved,
j. State Responsibilities. The State understands that our performance may be dependent on the State's
timely and effective satisfaction of the State's responsibilities under the agreement and timely decisions
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and approvals by the State. We shall be entitled to rely on all decisions and approvals of the State in
connection with its services under this agreement.
k Surcharge Fee & Summary of Total Sales: We will pay the State or its assignee a surcharge fee of 1
% on the amount of payments received by us from you for Services provided to you under this
agreement. The surcharge fee will be paid by us and must be included in submitted prices and cannot be
added as a separate item. Use of this agreement will be optional by you. After receipt of payment for the
services, all surcharge fees shall be payable to the State of Florida no later than 15 days after the end of
each quarter. The surcharge fee and contract number should be noted on the check and remitted to the
State at the address designated by you. We shall furnish State Purchasing a services report by agency
after the end of each quarter. By submission of these services reports and corresponding surcharge
deposits, we certify their correctness. All such reports and fee deposits shall be subject to audit by the
State of Florida. Summary information shall include the State contract number, our name and the total of
each service provided. Failure to comply with these requirement, after the notice and cure period
specified in Section 6 of the agreement, will result in us being found in default, in which case any and all
re procurement costs and all outstanding surcharge fees may be charged against us and may result in
immediate, unilateral cancellation of this agreement.
II. Effect of Amendment.
Except as specifically amended by this amendment, all provisions of the agreement identified above
shall remain unchanged and in full force and effect. This amendment is not legally binding until
executed by both parties and shall become effective on the date of signature of the contracting
Microsoft affiliate. When this amendment is fully executed, you will receive a confirming copy.
You must execute and return two (2) copies of this amendment to the below address on or before
January 15, 2001, in order for the terms and conditions of this amendment to apply.
Microsoft Corporation
Attn: MCS, Public Sector
5335 Wisconsin Avenue, NW
Suite #600
Washington, DC 20015
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MICROSOFT SERVICES AGREEMENT
TERMS AND CONDITIONS
EXHIBIT B
SUPPORT SERVICES DESCRIPTIONS
OFFERED BY MICROSOFT CORPORATION AS OF THE EFFECTIVE DATE OF THE
MICROSOFT SERVICES AGREEMENT
(Actual support services to be provided by Microsoft will be those described in any Services
Description(s) executed by Microsoft and the State of Florida or any of its affiliates)
[ATTACH CURRENT SERVICE DESCRIPTIONS]
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MICROSOFT SERVICES AGREEMENT
WORK ORDER TEMPLATE
MICROSOFT CONSULTING SERVICES
MICROSOFT SERVICES AGREEMENT
WORK ORDER NO. - (MCS )
This work order is made pursuant to the Microsoft Services Agreement (the "agreement") effective on
, by and between ("you" or
"yours") and Microsoft Corporation ("we", "us" or "our") and is incorporated therein by reference.
1. Services. We shall perform the services identified below for you. Dates provided herein are estimates
only.
2. Rates. The hourly rates shown below shall be applicable to this work order. Any total fee stated herein
is an estimate only.
We shall invoice you monthly for services performed and expenses incurred during the previous period. Our
invoices for payment should be directed to your representative for payment at the address shown below (you
will provide).
Contact:
Address:
City:
State:
Purchase Order No. (if any):
Zip:
Mailstop (if any):
Telephone:
Fax:
Email:
3. Period of Performance. Services under this work order will begin on . The
Expiration Date of this work order is , or such later date as the work
contemplated by this work order has been completed.
4. Ownership and License.
[TO BE INSERTED BASED ON NATURE OF WORK ORDER]
5. Indemnification.
[MAY BE INSERTED DEPENDING ON NATURE OF WORK ORDER]
THEREFORE, the parties have executed this work order in duplicate originals.
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MICROSOFT CORPORATION [Customer]
By: By:
Signature Signature
Name (Print) Name (Print)
Title Title
Effective Date Date
COMMODITY NUMBERS
252-030-540 MICROSOFT SOFTWARE APPLICATIONS
252-260-540 MICROSOFT SOFTWARE DEVELOPMENT TOOLS
252-590-540 MICROSOFT SOFTWARE OPERATING SYSTEMS
252-920-540 MICROSOFT SOFTWARE UTILITIES
252-920-540 MICROSOFT ENTERPRISE AGREEMENT
973-599-540 MICROSOFT CONSULTING SERVICES
MICROSOFT SOFTWARE
PRICE SHEET
TO VIEW PRICING CLICK ON THE FOLLOWING LINKS:
Software & Enterprise Agreement http://www.florida.shi.com
Premier Support Pricing
Service Pricing
Microsoft Corporation
ORDERING INSTRUCTIONS
NOTE: ALL ORDERS SHOULD BE DIRECTED TO:
SPURS VENDOR NUMBER: 91-1144442-127
VENDOR: Microsoft Corporation (A)
CONSULTING
ORDERS OR INFORMATION: DIRECT INQUIRY TO:
NAME AND TITLE: Paul Cotter Engagement Manager
ADDRESS: 5335 Wisconsin Ave. N.W., Suite 600
CITY, STATE, ZIP: Washington, DC 20015
TELEPHONE: 202-895-2033
ORDERING FAX NO.: 425-936-7329 (Attn:Pcotter)
REMIT ADDRESS: Same
PREMIER
ORDERS OR INFORMATION: DIRECT INQUIRY TO:
NAME AND TITLE: Erica Marley, Premier Contract Sales
ADDRESS: One Microsoft Way, SAMM D 4031
CITY, STATE, ZIP: Redmond, WA 98052
TELEPHONE: 425-704-4768
ORDERING FAX NO.: 425-936-7329 (Attn: Ericama)
REMIT ADDRESS: Lock Box #844510, 1404 Elm Street, 5th floor
CITY, STATE, ZIP: Dallas, TX 75284-4510
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MICROSOFT CORPORATION
SOFTWARE/BID
INFORMATION: DIRECT INQUIRY TO:
NAME AND TITLE: Bob Ward, Account Executive
ADDRESS: 807 Longmeadow Lane
CITY, STATE, ZIP: Tallahassee, FL 32312
TELEPHONE: 850-294-9040
URL HOME PAGE ADDRESS,: www.microsoft.com
ELECTRONIC MAIL ADDRESS: boward@microsft.com
ORDERING INSTRUCTIONS
NOTE: ALL ORDERS SHOULD BE DIRECTED TO:. All orders except Consulting
SPURS VENDOR NUMBER: F-223009648-001
VENDOR: Software House International (P)
STREET ADDRESS OR P.O. BOX: 2 River Drive
CITY, STATE, ZIP: Somerset, NJ 08873
TELEPHONE: 732-868-8766
TOLL FREE NO.: 800-543-0432
ORDERING FAX NO,: 732-868-6055
REMIT ADDRESS: P. O. Box 8500-41155
CITY, STATE, ZIP: Philadelphia, PA 19178
WILL ACCEPT THE VISA CARD
PRODUCT
INFORMATION: DIRECT INQUIRY TO:
NAME AND TITLE:
ADDRESS:
Michael Bench, Account Executive
2 Rivers Drive
CITY, STATE, ZIP:
TELEPHONE:
Somerset, NJ 08873
352-597-2880
ORDERING FAX NO.: 800-543-0432
URL HOME PAGE ADDRESS: http:l/www.f[orida.shi.com
ELECTRONIC MAIL: michael_bench@shi.com
(Rev 30 April 02)
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