State of Florida Participating Addendum
Alternate Contract Source (ACS)
No. 43210000-23-NASPO-ACS
For
Computer Equipment, Peripherals, and Related Services
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This Alternate Contract Source No. 43210000-23-NASPO-ACS Computer Equipment,
Peripherals, and Related Services (Contract), is between the Department of Management
Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way,
Tallahassee, FL 32399 and HP, Inc. (Contractor), located at 1501 Page Mill Road, Palo Alto, CA
94304 collectively referred to herein as the “Parties.”
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subdivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of
Management Services in writing to be cost-effective and the best value to the state, to enter into
a written agreement authorizing an agency to make purchases under such contract;
WHEREAS, the State of Minnesota (Lead State), competitively procured computer equipment,
peripherals and related Services and executed Contract No. 23011, NASPO ValuePoint
Computer Equipment, Peripherals & Related Services (Master Contract), with the Contractor;
WHEREAS, the Secretary evaluated the Master Contract and determined that use of the Master
Contract is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Contract became effective July 1, 2023, and its term currently ends on June 30,
2025.The Master Contract has an additional 36 months, in increments as determined by the
Lead State, through a duly executed amendment of renewals available. The Contract will
become effective on November 1, 2023 or on the date signed by all Parties, whichever is later.
The Contract will expire on June 30, 2025 unless terminated earlier or renewed in accordance
with Exhibit B, Special Contract Conditions.
2. Scope
This Contract includes the entire scope of the products and services available through the
Master Contract. The Contractor is authorized through the Master Contract to sell desktops,
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Alternate Contract Source (ACS) No. 43210000-23-NASPO-ACS
For Computer Equipment, Peripherals, and Related Services
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laptops, tablets, ruggedized devices, and other commodities related to computer equipment
purchases in product Band I - Personal Computer Devices – Windows Operating Systems,
and product Band II – Personal Computer Devices - Non-Windows Operating Systems.
3. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute
the Participating Addendum to the Master Contract and modify or supplement the terms
and conditions of the Master Contract. All exhibits listed below are incorporated by reference
into, and form part of, this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet e) Exhibit D: Master Contract (including any amendments made prior to the effective date
of this Contract and any subsequent amendments added to this Contract in accordance
with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Contract, such citation or reference shall be replaced by the
comparable Florida law or regulation.
4. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase orders
issued pursuant to this Contract.
5. Configuration Dollar Limits:
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000). ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $30,000
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Alternate Contract Source (ACS) No. 43210000-23-NASPO-ACS
For Computer Equipment, Peripherals, and Related Services
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Services Addressed in the Customer specific Purchase Orders.
6. Primary Contacts.
Department’s Contract Manager:
Bradley Beech
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 487-9847
Email: Bradley.Beech@dms.fl.gov
Contractor’s Contract Manager:
Debra Lee
Director of Contract Sales Management
10300 Energy Drive Spring, Texas 77389
Telephone: 847.537.0344
Email: Debra.Lee@hp.com
7. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Contract after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
HP, INC. DEPARTMENT OF MANAGEMENT SERVICES
_____________________________ _______________________________ Deborah Kaiser Pedro Allende, Secretary _____________________________ _______________________________ Date Date
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10/24/2023 | 12:41 PM EDT 10/24/2023 | 4:07 PM EDT
mailto:Bradley.Beech@dms.fl.gov mailto:Debra.Lee@hp.com
1
EXHIBIT A
ADDITIONAL SPECIAL CONTRACT CONDITIONS
The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and agree to be bound by the terms and conditions of the Master Contract except as otherwise specified in the Contract, which includes the Special Contract Conditions and these Additional Special Contract Conditions.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers:
By execution of a Contract, the Contractor acknowledges that it will not be released of its contractual obligations to the Department or state agencies because of any failure of an affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors, and dealers providing commodities and performing services in furtherance of the Contract do so in compliance with the terms and conditions of the Contract. The Contractor is fully responsible for satisfactory completion of all work performed under the Contract.
C. Preferred Pricing: This section is intentionally left blank.
D. Purchases Prerequisites: Contractor must ensure that entities receiving payment directly
from Customers under this Contract must have met the following requirements:
• Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org), or, if exempt from the registration requirements, provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal (https://vendor. myfloridamarketplace.com).
• Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.myfloridacfo.com)
E. Punchout Catalog and Electronic Invoicing.
The Contractor is encouraged to provide a MFMP punchout catalog. The Contractor will have 90 calendar days to implement a punchout catalog for this Contract. The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier’s Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information.
Through utilization of the punchout catalog model, a Florida buyer will “punch out” to a supplier’s website. Using the search tools on the supplier’s Florida punchout catalog site,
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http://www.sunbiz.org/ https://vendor.myfloridamarketplace.com/ https://vendor.myfloridamarketplace.com/ https://flvendor.myfloridacfo.com/
Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
the user selects the desired Products. When complete, the user exits the supplier’s punchout catalog site and the shopping cart (full of Products) is “brought back” to MFMP. No orders are sent to a supplier when the user exits the supplier’s punchout catalog site. Instead, the chosen Products are “brought back” to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding/editing the Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details.
The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non-catalog goods and services.
2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non-catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the right and license to reproduce and display within MFMP 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.
F. Contract Reporting: The Contractor shall provide the Department the following accurate
and complete reports associated with this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit complete Quarterly Sales Reports to the Department’s Contract Manager within 30 calendar days after the close of each State fiscal quarter (the State’s fiscal quarters close on September 30, December 31, March 31, and June 30).
Reports must be submitted in MS Excel using the DMS Quarterly Sales Report Format, which can be accessed at https://www.dms.myflorida.com/business_operations/_purchasing/vendor_resources/ quarterly_sales_report_format. Initiation and submission of the most recent version of the Quarterly Sales Report posted on the DMS website is the responsibility of the Contractor without prompting or notification from the Department’s Contract Manager. If no orders are received during the quarter, the Contractor must email the DMS Contract Manager confirming there was no activity.
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https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/quarterly_sales_report_format https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/quarterly_sales_report_format
Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the Contractor shall report to each Customer spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer orders. These reports shall include the period covered; the name, minority code, and Federal Employer Identification Number of each minority business enterprise utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports in the format acceptable to the Department and within the timeframe specified by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at https://www.dms.myflorida.com/business_operations/state_/myfloridamarketplace/mf mp_vendors/transaction_fee_and_reporting. Assistance with transaction fee reporting is also available by email at feeprocessing@myfloridamarketplace.com or telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
G. Financial Consequences: The Department reserves the right to impose financial
consequences when the Contractor fails to comply with the requirements of the Contract. The following financial consequences will apply for the Contractor’s non-performance under the Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer’s resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Contract. The Contractor and the Department agree that financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties.
The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Contract performance and every month or quarter, respectively, thereafter.
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https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting mailto:feeprocessing@myfloridamarketplace.com
Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
Financial Consequences Chart
Deliverable Performance
Metric Performance Due
Date
Financial Consequence for Non-
Performance /Not Received by the
Contract Manager
Contractor will timely submit complete Quarterly Sales Reports
All Quarterly Sales Reports will be submitted timely with the required information
Completed reports are due on or before the 30th calendar day after the close of each State fiscal quarter
$250 per day late
Contractor will timely submit complete MFMP Transaction Fee Reports
All MFMP Transaction Fee Reports will be submitted timely with the required information
Completed reports are due on or before the 15th calendar day after the end of each month
$100 per day late
No favorable action will be considered when Contractor has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is required under this Contract.
H. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer may specify the format or agenda for the meeting. At a minimum, the Business Review Meeting may include the following topics:
a. Contract compliance b. Contract savings (in dollar amount and cost avoidance) c. Spend reports by Customer d. Recommendations for improved compliance and performance
I. Special Contract Conditions revisions: the corresponding subsections of the Special
Contract Conditions referenced below are replaced in their entirety with the following:
2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(14), F.S. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract’s term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their
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Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor’s performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24),
F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), or as may
otherwise be established by law, which the vendor shall pay to the State.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A- 1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the vendor’s failure to perform or comply with specifications or requirements of the agreement.
Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or submission of required reporting of transactions shall constitute grounds for declaring the Vendor in default. 5.1 Conduct of Business. The Contractor must 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. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. The provisions of subparagraphs 287.058(1)(a)- (c) and (g), F.S., are hereby incorporated by reference. Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase order to members or staff of the Florida Senate or Florida House of Representatives. Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a continuing oversight team. The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
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Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the Contractor shall immediately notify the Department and applicable Customers and shall be disqualified from Contract eligibility. 5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists. In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract. In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List. A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant. Such information may include, but will 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 will retain such records for the longer of five years after the expiration or termination of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State’s Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(6), F.A.C.
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Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
8.1.1 Termination of Contract. The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F.S., made or received by the Contractor in conjunction with the Contract unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT’S CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS@DMS.FL.GOV, (850) 487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor’s and subcontractors’ data and records that directly relate to the Contract. To the extent necessary to verify the Contractor’s fees and
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mailto:PUBLICRECORDS@DMS.FL.GOV
Additional Special Contract Conditions (approved by State Purchasing, 7/25/2023)
claims for payment under the Contract, the Contractor’s agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days’ notice, during normal working hours and in accordance with the Contractor’s facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor’s contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida’s Chief Financial Officer, and the Office of the Auditor General shall also have authority to perform audits and inspections. 13.2 E-Verify. The Contractor and its subcontractors shall register with and use the U.S. Department of Homeland Security’s (DHS) E-Verify system to verify the work authorization status of all new employees of the contractor or subcontractor in accordance with section 448.095, F.S. The Contractor shall obtain an affidavit from its subcontractors in accordance with paragraph (5)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract.
Special Contract Conditions additions: the following subsection is added to the Special Contract
Conditions:
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized to inspect the: (a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department or state agency determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department or a state agency within 10 Business Days after the request is made.
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SP approved version 7‐1‐2019 1
Exhibit B
SPECIAL CONTRACT CONDITIONS JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION. .......................................................................................................................... 2
SECTION 2. CONTRACT TERM AND TERMINATION. ................................................................................. 2
SECTION 3. PAYMENT AND FEES. ............................................................................................................ 3
SECTION 4. CONTRACT MANAGEMENT ................................................................................................... 4
SECTION 5. COMPLIANCE WITH LAWS. ................................................................................................... 6
SECTION 6. MISCELLANEOUS. .................................................................................................................. 7
SECTION 7. LIABILITY AND INSURANCE…................................................................................................ 9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY .............................................................................................................................................. 10
SECTION 9. DATA SECURITY ................................................................................................................... 12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. .......................................................... 13
SECTION 11. CONTRACT MONITORING. ................................................................................................ 14
SECTION 12. CONTRACT AUDITS. .......................................................................................................... 15
SECTION 13. BACKGROUND SCREENING AND SECURITY. ...................................................................... 16
SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM. ................................................... 17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions.
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SP approved version 7‐1‐2019 2
SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.
2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor.
2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases. The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders;
3.2.2 This section intentionally left blank.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then-authorized prices.
3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor’s Federal Employer Identification Number.
3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract’s term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor’s performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract.
3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida’s performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.
3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law.
3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter.
4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department.
4.3 Department’s Contract Manager. The Department’s Contract Manager, who is primarily responsible for the Department’s oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format:
Department’s Contract Manager Name
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Department’s Name Department’s Physical Address Department’s Telephone # Department’s Email Address
If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor’s Contract Manager. The Contractor’s Contract Manager, who is primarily responsible for the Contractor’s oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format:
Contractor’s Contract Manager Name Contractor’s Name Contractor’s Physical Address Contractor’s Telephone # Contractor’s Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority-owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract.
4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies:
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 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;
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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.
Additional information about RESPECT and the commodities or contractual services it offers is available at https://www.respectofflorida.org.
4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; 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 THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business. The Contractor must 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. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will 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 will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State’s Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities.
6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor.
6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier’s bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier’s bill of lading and damage inspection report.
6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities.
6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements.
6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516.
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6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract. Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach.
6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers’ Compensation Insurance. The Contractor shall maintain workers’ compensation insurance as required under the
Florida Workers’ Compensation Law or the workers’ compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers’ compensation insurance for all of the latter’s employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers’ Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor’s employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide 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.
7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or 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.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract-related materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.
8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State’s Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract.
8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract.
8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor’s action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. “Security breach” for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post-incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor’s findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer’s 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 anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee.
10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.
10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor’s promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof.
11.2 Performance Deficiencies and Financial Consequences of Non-Performance.
11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time-frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department’s delay.
11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the Department Customer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will 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 fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor’s reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created 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) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will 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 will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the 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 will 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 of Florida 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 and the Department with respect to commodities or contractual services subjected to allocation, 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 commodity or contractual services 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.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor’s and subcontractors’ data and records that directly relate to the Contract. To the extent necessary to verify the Contractor’s fees and claims for payment under the Contract, the Contractor’s agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days’ notice, during normal working hours and in accordance with the Contractor’s facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor’s contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida’s Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections.
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12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor’s general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida’s Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor’s employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self-report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re-screen any of its employees, agents, representatives, and subcontractors during the term of the Contract.
13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number.
13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court’s determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows:
(a) Computer related crimes; (b) Information technology crimes;
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(c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; (j) Misuse of medical or personnel records; and (k) Felony theft.
13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor’s confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM. 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 Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, 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.
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Exhibit C: Price Sheet
NASPO ValuePoint Computer Equipment (2023-2028) CONTROL SET
Master Agreement: 23011 Contractor Name: HP Inc.
Awarded Bands: x Band 1: Personal Computing Devices (Windows) x Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0% 1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 1 1B-2 Desktops Mid-Range 23.0% 1 1B-3 Desktops High-End 23.0% 1 1B-4 Retail Solutions 18.0% 1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
1 1B-7 Desktop Options and Accessories 21.0% 1 1B-8 Entry / Value Workstations 24.0% 1 1B-9 Mid-Range Workstations 24.0% 1 1B-10 High-End Workstations 26.0% 1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
1 1B-13 Workstation Options and Accessories 24.0% 1 1B-14 Thin Clients 18.0% 1 1B-15 Thin Client Options and Accessories 18.0% 1 1B-16 Chromebook 1.0% 1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 1 1B-18 Entry Level Tablets 20.0% 1 1B-19 Ultra-light & Tablet PCs 23.0% 1 1B-20 Mid-Range Tablets 21.0% 1 1B-21 Entry-Level Notebooks 17.0% 1 1B-22 Value Notebooks 13.0% 1 1B-23 Mid-Range Notebooks, ProBook Series 21.0% 1 1B-24 Notebook High-End and workstation mobility 24.0% 1 1B-25 Notebook & Tablet PC CTO Modules 21.0% 1 1B-26 Notebook & Tablet Options and Accessories 21.0% 1 1B-27 Notebook Accessories - Education Software 30.0% 1 1B-28 All HP Smart Buys/Promotions/Specials 1.0% 1 1B-29 Peripherals All HP Commercial Monitors 20.0% 1 1B-30 Peripherals Monitor Options and Accessories 20.0%
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet
Band Category
Code Category Description
Discount off Baseline List
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
1 1B-32 Peripherals All HP Scanners 28.0% 1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 1 1B-34 Peripheral LaserJet cartridges 25.0% 1 1B-35 Peripherals InkJet cartridges 20.0% 1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0% 1 1B-37 Peripherals Access Control for Print 28.0% 1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 1 1B-39 OMEN EsPort/Gaming notebooks including accessories/options 5.0% 1 1T Band 1 - Third Party Product Minimum Discount 5.0% 1 1T-1 APC 15.0% 1 1T-2 All Third Party Hardware 10.0% 1 1T-3 All Third Party Software 5.0% 2 2B Band 2 - Minimum Discount 13.0% 2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 2 2B-2 Desktops Mid-Range 23.0% 2 2B-3 Desktops High-End 23.0% 2 2B-4 Retail Solutions 18.0% 2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
2 2B-7 Desktop Options and Accessories 21.0% 2 2B-8 Entry / Value Workstations 24.0% 2 2B-9 Mid-Range Workstations 24.0% 2 2B-10 High-End Workstations 26.0% 2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
2 2B-13 Workstation Options and Accessories 24.0% 2 2B-14 Thin Clients 18.0% 2 2B-15 Thin Client Options and Accessories 18.0% 2 2B-16 Chromebook 1.0% 2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 2 2B-18 Entry Level Tablets 20.0% 2 2B-19 Ultra-light & Tablet PCs 23.0% 2 2B-20 Mid-Range Tablets 21.0% 2 2B-21 Entry-Level Notebooks 17.0% 2 2B-22 Value Notebooks 13.0% 2 2B-23 Mid-Range Notebooks, ProBook Series 21.0% 2 2B-24 Notebook High-End and workstation mobility 24.0% 2 2B-25 Notebook & Tablet PC CTO Modules 21.0% 2 2B-26 Notebook & Tablet Options and Accessories 21.0% 2 2B-27 Notebook Accessories - Education Software 30.0% 2 2B-28 All HP Smart Buys/Promotions/Specials 1.0%
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet
Band Category
Code Category Description
Discount off Baseline List
2 2B-29 Peripherals All HP Commercial Monitors 20.0% 2 2B-30 Peripherals Monitor Options and Accessories 20.0%
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
2 2B-32 Peripherals All HP Scanners 28.0% 2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 2 2B-34 Peripheral LaserJet cartridges 25.0% 2 2B-35 Peripherals InkJet cartridges 20.0% 2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0% 2 2B-37 Peripherals Access Control for Print 28.0% 2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 2 2B-39 OMEN EsPort/Gaming notebooks including accessories/options 5.0% 2 2T Band 2 - Third Party Product Minimum Discount 5.0% 2 2T-1 APC 15.0% 2 2T-2 All Third Party Hardware 10.0% 2 2T-3 All Third Party Software 5.0%
S Custom Services 10.0% S HP Care Pack Services 24.0% S HP Care Pack Services Smart Buys (promotions/specials) 1.0% S Prebuilt standard HP Image Load & Consulting 10.0% S HP standard Asset Tags 10.0% S Value Added Logistics 10.0% S Onsite Deployment/Installation 10.0% S HP Proactive Management Solutions 10.0% S HP Proactive Security Solutions 10.0% S HP Device Recovery Services 10.0%
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Discount Structure
Master Agreement: 23011 Contractor Name: HP Inc. Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website
Band 1: Personal Computer Equipment (Windows OS)
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0% 1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 1 1B-2 Desktops Mid-Range 23.0% 1 1B-3 Desktops High-End 23.0% 1 1B-4 Retail Solutions 18.0% 1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
1 1B-7 Desktop Options and Accessories 21.0% 1 1B-8 Entry / Value Workstations 24.0% 1 1B-9 Mid-Range Workstations 24.0% 1 1B-10 High-End Workstations 26.0% 1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
1 1B-13 Workstation Options and Accessories 24.0% 1 1B-14 Thin Clients 18.0% 1 1B-15 Thin Client Options and Accessories 18.0% 1 1B-16 Chromebook 1.0% 1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 1 1B-18 Entry Level Tablets 20.0% 1 1B-19 Ultra-light & Tablet PCs 23.0% 1 1B-20 Mid-Range Tablets 21.0% 1 1B-21 Entry-Level Notebooks 17.0% 1 1B-22 Value Notebooks 13.0% 1 1B-23 Mid-Range Notebooks, ProBook Series 21.0% 1 1B-24 Notebook High-End and workstation mobility 24.0% 1 1B-25 Notebook & Tablet PC CTO Modules 21.0% 1 1B-26 Notebook & Tablet Options and Accessories 21.0% 1 1B-27 Notebook Accessories - Education Software 30.0% 1 1B-28 All HP Smart Buys/Promotions/Specials 1.0% 1 1B-29 Peripherals All HP Commercial Monitors 20.0% 1 1B-30 Peripherals Monitor Options and Accessories 20.0%
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
1 1B-32 Peripherals All HP Scanners 28.0% 1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 1 1B-34 Peripheral LaserJet cartridges 25.0% 1 1B-35 Peripherals InkJet cartridges 20.0%
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Discount Structure
Band Category
Code Category Description
Discount off Baseline List
1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0% 1 1B-37 Peripherals Access Control for Print 28.0% 1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 1 1B-39 OMEN EsPort/Gaming notebooks including accessories/options 5.0% 1 1T Band 1 - Third Party Product Minimum Discount 5.0% 1 1T-1 APC 15.0% 1 1T-2 All Third Party Hardware 10.0% 1 1T-3 All Third Party Software 5.0%
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category
Code Category Description
Discount off Baseline List
2 2B Band 2 - Minimum Discount 13.0% 2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 2 2B-2 Desktops Mid-Range 23.0% 2 2B-3 Desktops High-End 23.0% 2 2B-4 Retail Solutions 18.0% 2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
2 2B-7 Desktop Options and Accessories 21.0% 2 2B-8 Entry / Value Workstations 24.0% 2 2B-9 Mid-Range Workstations 24.0% 2 2B-10 High-End Workstations 26.0% 2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
2 2B-13 Workstation Options and Accessories 24.0% 2 2B-14 Thin Clients 18.0% 2 2B-15 Thin Client Options and Accessories 18.0% 2 2B-16 Chromebook 1.0% 2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 2 2B-18 Entry Level Tablets 20.0% 2 2B-19 Ultra-light & Tablet PCs 23.0% 2 2B-20 Mid-Range Tablets 21.0% 2 2B-21 Entry-Level Notebooks 17.0% 2 2B-22 Value Notebooks 13.0% 2 2B-23 Mid-Range Notebooks, ProBook Series 21.0% 2 2B-24 Notebook High-End and workstation mobility 24.0% 2 2B-25 Notebook & Tablet PC CTO Modules 21.0% 2 2B-26 Notebook & Tablet Options and Accessories 21.0% 2 2B-27 Notebook Accessories - Education Software 30.0% 2 2B-28 All HP Smart Buys/Promotions/Specials 1.0% 2 2B-29 Peripherals All HP Commercial Monitors 20.0% 2 2B-30 Peripherals Monitor Options and Accessories 20.0%
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Discount Structure
Band Category
Code Category Description
Discount off Baseline List
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
2 2B-32 Peripherals All HP Scanners 28.0% 2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 2 2B-34 Peripheral LaserJet cartridges 25.0% 2 2B-35 Peripherals InkJet cartridges 20.0% 2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0% 2 2B-37 Peripherals Access Control for Print 28.0% 2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 2 2B-39 OMEN EsPort/Gaming notebooks including accessories/options 5.0% 2 2T Band 2 - Third Party Product Minimum Discount 5.0% 2 2T-1 APC 15.0% 2 2T-2 All Third Party Hardware 10.0% 2 2T-3 All Third Party Software 5.0%
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Exhibit C: Price Sheet Volume-Based Discounts
Master Agreement: 23011 Contractor Name: HP Inc.
1. Per Transaction Multiple Unit Discount(s)
Category Min $ Single Transaction
Max $ Single Transaction
Per Transaction Multiple Unit Discount
Desktops & Workstations $101,000.00 $1,000,000.00 10-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Desktops & Workstations > $1,000,000.00 no max 16-26% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks $101,000.00 $1,000,000.00 6-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks > $1,000,000.00 no max 16-19% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets $101,000.00 $1,000,000.00 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets > $1,000,000.00 no max 8-17% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients $101,000.00 $1,000,000.00 12-21% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients > $1,000,000.00 no max 22-27% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors $101,000.00 $1,000,000.00 2-4% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors > $1,000,000.00 no max 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
All Awarded Bands
The estimated additional Volume Discount pricing below may be available by contacting your HP Sales Representative. Be sure to provide HP with your product selection/combination, quantities, timeline of purchase or any other additional information in order to obtain these additional discounts. These discounts exclude HP Smart Buy/Promotions/Specials/Chromebooks and some products within the category as determined by the OEM. (Competitive volume pricing may be available for Chromebooks and product categories not listed, but additional discounts may vary.)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Volume-Based Discounts
2. Cumulative Discount(s)
Contract Sales Additional Discount
For a Product Series in an Additional Category
Minimum Band Discount Increase
$900,000,000.00 to $1,000,000,000
1.0% 2.0%
$1,000,000,001 to $1,200,000,000
2.0% 3.0%
$1,200,000,001 to $1,500,000,000
3.0% 4.0%
Over $1,500,000,000 4.0% 5.0%
3. Other Discount(s) Additional discount(s) available.
Bulk Purchase Threshold if applicable Additional Discount
5,000 to 10,000 units 5,000 to 10,000 PCs per Purchase Order
1.0%
10,001 or more units 5,000 to 10,000 PCs per Purchase Order
2.0%
Upon procuring agency request and proper coordination with the HP Account Manager, HP may offer an additional discount or technology fee based on the agency request over the volume price for "Bulk Buy Purchases" for HP product categories offered (excludes Chromebook/Smart Buys/Promotions/Specials) of HP-branded products during a pre- selected time period (60-90 days). For example, if a procuring entity decides to do a one-time “Bulk Buy” for the purchase of 5,000 select configuration(s), the agency could qualify for a one-time additional discount or technology fee as mutually agreed and negotiated with that specific procuring entity.
After review and analysis of the cumulative purchases at the end of each year of the Master Agreement, if HP and NASPO determine that the volumes are reached, these discounts will be passed directly to the Master Agreement based on the Lead State approval for participants and procuring entities to utilize as additional cost savings on HP products. These cumulative discounts are only potential for future potential minimum band discount or potential product services, as determined by HP.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Services
Master Agreement: 23011 Contractor Name: HP Inc.
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands Category Code Description of Service Percent Discount
S Custom Services 10.0% S HP Care Pack Services 24.0% S HP Care Pack Services Smart Buys (promotions/specials) 1.0% S Prebuilt standard HP Image Load & Consulting 10.0% S HP standard Asset Tags 10.0% S Value Added Logistics 10.0% S Onsite Deployment/Installation 10.0% S HP Proactive Management Solutions 10.0% S HP Proactive Security Solutions 10.0% S HP Device Recovery Services 10.0%
HP Care Pack Services: Uplifted & extended warranties, installation, training and other related pre-built standard services
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
Custom Services: (HP directly or approved Servicing Sub) Installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Price Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de- installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied.
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Lease Rates
Master Agreement: 23011 Contractor Name: HP Inc.
Optional: Lease Rates
Lease are provided on the PSS. Rates may be subject to change quarterly.
Fair Market Value/True Lease:
Tax Exempt Tech Refresh:
All Awarded Bands
For customers that want to lower their cost of using the equipment and retain maximum flexibility at the end of the lease, Hewlett-Packard Financial Services Company offers a fair market value lease (also known as a true lease). This “pay- as-you-go" structure helps you stretch your budget dollars to get the technology you need today. At the end of the lease term, you have several options: 1) return the equipment without penalty; 2) renew the lease for a specified renewal term at a negotiated lease payment amount; 3) purchase the equipment at its then fair market value; or 4) extend the original term and continue to make the same periodic lease payments until you are ready to exercise one of the three previously listed options. This plan may help customers avoid technology obsolescence and asset disposition costs.
Hewlett-Packard Financial Services Company does allow customers to enter into a month-to-month extension at the end of each lease agreement if they find it necessary to maintain their existing leased equipment for longer than the original lease timeframe. Hewlett-Packard Financial Services Company also has a package and shipping service that can be incorporated into the lease contract upfront for returns of equipment at lease end. This service can be very valuable when budgeting for your technology costs.
Tech Refresh is structured as a Tax-Exempt Installment Sale with an option on the last payment to return the equipment (and acquire new) or make the payment and own the equipment outright. The standard offer calls for payments to be made annually in advance, though additional structures may be tailored to accommodate budget restrictions. The final (or option) payment is a set amount of the original purchase price of the equipment and is an estimate of the wholesale value of the equipment at the time of the option. The balance of the cost is amortized over the term. The benefit is that an entity is not locked into any one particular deal; it can purchase the equipment or return it and get new technology. Other important elements of the Tech Refresh structure are listed below.
• Lessee must provide an irrevocable written election of notice of its intent to refresh or purchase 3 months prior to the refresh period. On the 48-month term the refresh point is month 36 which requires notification at month 33. On the 60-month term the refresh point is month 48 which requires notification at month 45. Sample buyout goes into effect if refresh option is not exercised.
• The option cannot be exercised if an event of default has occurred and is continuing • Tech Refresh is offered only as a Tax-Exempt Installment Sale structure • Lessee must be committed to acquire and lease similar equipment prior to exercising the option • There is only one refresh opportunity during the lease
Hewlett-Packard Financial Services Company offers the following lease options: (1) Fair Market Value/True Lease; (2) Tax Exempt Tech Refresh; and (3) Tax Exempt Installment Sale (Lease Purchase).
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Lease Rates
Tax Exempt Installment Sale (Lease Purchase):
In a Tax-exempt Installment Sale structure, payments consist of both principal and interest, with the interest being excludable from the Lessor’s gross income for Federal income tax purposes. During the term of the Lease the Concluding Payment – primarily consisting of unpaid principal – declines as each Lease Payment is made and applied. Under this structure Title typically passes to the Lessee at the Lease Acceptance and the Lessor files a security interest in the equipment. Once the original base Lease Payments are made the Lessee owns the equipment free and clear.
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Exhibit C: Price Sheet Prompt Payment Discount
Master Agreement: 23011 Contractor Name: HP Inc.
in 30 in 15, Net 30 in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):
DocuSign Envelope ID: 226D490E-7B54-4AF9-B565-F79581C5A7B5
Participating Addendum.pdf Exhibit C - Price Sheet.pdf Control Set Discounts Volume Discounts Services Lease Rates Prompt Payment
_Exhibit A ASCC.pdf _Exhibit B SCC.pdf