e ser
Suite 315
August 16, 2005
MEMORANDUM NO.:
“We serve those who
serve Florida”
JEB BUSH
(252-002-00-1)-9
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle Corporation
The contract administrator has change from Stu Potlock to Jon Yeaton.
Governor
Tom Lewis, Jr.
Secretary
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to the Contract Administrator.
DSP/
Office of the Secretary
4050 Esplanade Way
Tallahassee, Florida
32399-0950
Telephone:
850-488-2786
Fax:
850-922-6149
Internet:
www.MyFlorida.com
e ser
Suite 315
May 25, 2005
MEMORANDUM NO.:
“We serve those who
serve Florida”
JEB BUSH
(252-002-00-1)-8
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle Corporation

The subject contract has been renewed through December 31, 2005.
Governor
Tom Lewis, Jr.
Secretary
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to the Contract Administrator.
DSP/
Office of the Secretary
4050 Esplanade Way
Tallahassee, Florida
32399-0950
Telephone:
850-488-2786
Fax:
850-922-6149
Internet:
www.MyFlorida.com
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Amendment 5
(INSERT .PDF)
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
April 29, 2004
MEMORANDUM NO.:
(252-002-00-1)-7
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle Corporation


The subject contract has been renewed for one year between May 26, 2004 through May 25,
2005.
The Contract Administrator has been changed from William Spencer to Stu Potlock.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to the Contract Administrator.
DSP/
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
August 4, 2003
MEMORANDUM NO.:
(252-002-00-1)-6
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle Corporation
This contract has been revised to add Amendment 2 in support of MyFloridaMarketPlace. The
amendment can be viewed below.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to Steve Poole at 850.488-4945, Suncom 278-4945, pooles@dms.state.fl.us
DSP/SP/meb
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
WILLIAM S. SIMON
Governor
Secretary
State Term Contract No. 252-002-00-1
Amendment No. 2
THIS AMENDMENT, effective as of the last date signed below, is by and between the
State of Florida Department of Management Services (the “Department”) and the entity
identified below as Contractor (the “Contractor”) (collectively, the “Parties”), and amends State
Term Contract No 252-002-00-1 (the “Contract”).
WHEREAS the Department is implementing an electronic procurement system,
currently known as MyFloridaMarketPlace, (the “System”) with the assistance of a third-party
agent, Accenture LLP (“Accenture”); and
WHEREAS the Department wishes to include the Contractor and the Contract in the
System; and
WHEREAS the Contractor desires to participate in the System; and
WHEREAS the Contract allows modifications in the event an electronic procurement
system is implemented.
THEREFORE, in consideration of the mutual promises contained below, and other good
and valuable consideration receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Registration. The Department shall allow the Contractor, following effective
registration with Accenture, to participate in the System. The Contractor shall register in the
System within ten (10) business days of the effective date of this Amendment. Contractor shall
visit www.myfloridamarketplace.com and follow the appropriate instruction in order to register.
2. Transaction Fee. Effective April 1, 2003, the Contract provision entitled
“SURCHARGE FEE AND SUMMARY OF TOTAL SALES” is deleted and replaced with the
following “Transaction Fee” section. This Transaction Fee is in lieu of, and not in addition to,
the surcharge fee authorized by section 287.1345, Florida Statutes (2002).
STATE PURCHASING ● 4050 ESPLANADE WAY, SUITE 350, TALLAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 ● Fax: 850-488-5498
Transaction Fee
The Department has instituted a statewide eProcurement System (“System”), with the
assistance of a third-party agent, Accenture LLP (“Accenture”). All transactions from this
Contract shall be deemed a “transaction processed through the eProcurement System” as
that term is used in the contract between the Department and Accenture. Pursuant to section
287.057(23), Florida Statutes (2002), a Transaction Fee of one percent (1.0%) of the total
dollar amount of each purchase order shall apply to all purchases from this Contract. The
fee shall be paid by the Contractor, and shall not be added to purchase orders as a separate
item. Because the Transaction Fee will be used, in part, to compensate Accenture for the
development, operation, and maintenance of the System, Accenture is an intended thirdparty beneficiary of this paragraph imposing the Transaction Fee on transactions from this
Contract.
For payments within the State accounting system (FLAIR or its successor), the Transaction
Fee shall, when possible, be automatically deducted from payments to the Contractor. If
automatic deduction is not possible, whether within or without the State accounting system,
Accenture shall either (1) establish with the Customer an automated process for billing and
collecting the Transaction Fee from payments that are made to the Contractor or (2) rely
upon the Contractor to self-report and pay the Transaction Fee pursuant to processes that
Accenture may establish. By submission of these reports and corresponding Contractor
deposits, Contractor is certifying their correctness. All such reports and fee deposits shall be
subject to audit by the State.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the
purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act,
or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is nonrefundable when an item is rejected or returned, or declined, due to the Contractor’s failure
to perform or comply with specifications or requirements of the applicable purchase order or
Contract.
Contractors shall be responsible for reporting sales and paying user fees resulting from
sales made by authorized resellers.
Failure to comply with these requirements shall constitute grounds for declaring the
Contractor in default and recovering reprocurement costs from the Contractor in addition
to all outstanding fees.
CONTRACTORS DELINQUENT IN PAYING
TRANSACTION FEES MAY BE EXCLUDED FROM BIDDING ON
DEPARTMENT CONTRACTS.
3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor
shall supply electronic invoices in lieu of paper-based invoices for those transactions processed
through the System. Electronic invoices shall be submitted to the Customer through the Ariba
Supplier Network (ASN) in one of the following mechanisms – EDI 810, cXML, or web-based
invoice entry within the ASN.
4. Catalog Data. Accenture is responsible for converting Contract catalog information into
a format supported by the System. To accomplish this conversion, the Contractor shall provide
certain information in electronic format directly to Accenture; alternatively, the Contractor may
follow the “punchout” solution described in more detail below.
Within ten (10) days of written notice from Accenture, Contractor shall provide all
information necessary to facilitate electronic purchases from this contract, or shall contact
Accenture and begin work on the “punchout” solution described below. Such information may
include, but is not limited to, Contractor name, SKU, brand/manufacturer, product name and brief
description, unit of measure, and price. Contractor shall provide this information in the format
requested by Accenture. No costs or expenses associated with providing this information shall be
charged to the Department, Customers, or Accenture. With Contractor’s timely assistance,
Accenture shall create and maintain web-based placement of the requested contract information.
“Punchout” Alternative
The Contractor may offer, as an alternative to providing the information discussed above, an
online “punchout” solution, in which the Customer accesses the Contractor’s website directly
from the System, rather than the System maintaining the Contractor’s data. This solution must
allow the Customer to reach the Contractor’s site, browse for contracted items only, and return to
the System with a list of items ready to be inserted into a requisition. If Contractor selects this
alternative, it must meet the following requirements:



The solution must conform to cXML 1.0 or 1.1 standards.
The solution must conform to the technical specifications and implementation
requirements provided by Accenture, and the Contractor must work with Accenture to
ensure successful integration of the punchout solution into the System
The solution must have the capability to provide only those products awarded under the
contract, and block any non-contract item(s) from being added to the requisition.
Warranty
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the Department and Accenture the right and license to use,
reproduce, transmit, distribute and publicly display within the System the information outlined
above. In addition, the Contractor warrants and represents that it is authorized and empowered
to and hereby grants the Department and Accenture the right and license to reproduce and
display within the System the Contractor’s trademarks, system marks, logos, trade dress or other
branding designation that identifies the products made available by the Contractor under the
Contract.
If the Contractor is not the manufacturer, it shall be the Contractor’s responsibility to obtain
authorization from the manufacturer to comply with the provisions of this section, including
securing any intellectual property rights of the manufacturer. If the Contractor is the
manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.
within their network that can comply with the provisions of the Contract.
5. Additional Modifications. The Department reserves the right to further revise the
collection and reporting requirements in conjunction with alterations to the System.
6. Conflict. In the event any of the terms herein conflict with the terms of the Contract,
the terms of this Amendment shall control. All other terms of the Contract remain in full force
and effect. Contractor waives and releases any and all claims for additional compensation
arising out of or relating to this Amendment.
7. Warranty of Authority. Each person signing this Amendment warrants that he or
she is duly authorized to do so and to bind the respective party.
SO AGREED:
CONTRACTOR
Contractor Name
Address
By:
Its:
Date
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
By:
Date
Approved as to form and legality by the Department General Counsel’s Office:
Date
FLORIDA DEPARTMENT OF
MANAGEMENT SERVICES
JEB BUSH
WILLIAM S. SIMON
Governor
Secretary
Suite 315
May 22, 2003
MEMORANDUM NO.:
(252-002-00-1)-5
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle Corporation
Subject contract has been renewed for a one year period between May 26, 2003 and May 25,
2004.
Any questions or problems in delivery or service that may arise regarding this contract should be
directed to Steve Poole at 850.488-4945, Suncom 278-4945, pooles@dms.state.fl.us
DSP/SP/meb
STATE PURCHASING ● 4050 ESPLANADE WAY, SUITE 350, TALLAHASSEE, FLORIDA 32399-0950
Telephone: 850-488-8440 ● Fax: 850-488-5498
Suite 3 15
September 5,2002
FLORIDA
DEPARTMENT
OF
MANAGEMENT
SERVICES
MEMORANDUM NO.: (255-002-00-l)-4
TO: User Agency
FROM: Director, State Purchasing
SUBJECT: Contract No. 255-002-00-l
JEB BUSH
GOVERNOR
CYNTHIA A. HENDERSON
SECRETARY
Title: Computer Software: Oracle
The following changes have been made to the subject contract:
 This memorandum changes the pricing from a processor based by
MGz to a strictly processor based system.
 The Contractor Administrator has been changed from William
Spencer to Steve Poole.
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to Steve Poole at 850.488-4945, Suncom
278-4945, pooles@dms.state.fl.us
DSP/SP/meb
STATE PURCHASING
4050 ESPLANADE WAY
SUITE 350
TALLAHASSEE, FLORIDA
32399-0950
TELEPHONE:
850-488-8440
FAX:
850-488-5498
INTERNET:
www.MyFlorida.com
Suite 315
March 13, 2002
FLORIDA
DEPARTMENT
OF
MANAGEMENT
SERVICES
JEB BUSH
GOVERNOR
MEMORANDUM NO.:
(252-002-00-1)-3
TO:
User Agency
FROM:
Director, State Purchasing
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle
The following changes have been made to the subject contract:
Oracle has added a reseller to their Ordering Instructions and the Contract
Administrator has been changed from Vonnie Allen to William Spencer.
CYNTHIA A. HENDERSON
SECRETARY
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to William Spencer at (850) 921-6027,
Suncom 291-6027, spenceb@dms.state.fl.us
DSP/ws/meb
STATE PURCHASING
4050 ESPLANADE WAY
SUITE 350
TALLAHASSEE, FLORIDA
32399-0950
TELEPHONE:
850-488-8440
FAX:
850-488-5498
INTERNET:
WWW.MYFLORIDA.COM
Suite 315
October 27, 2000
MEMORANDUM NO.:
(252-002-00-1)-2
TO:
Department Addressed
FROM:
Cynthia Henderson
Secretary
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle
Please make the following changes in the subject contract:
Delete:
Page 13 & 25
Add:
*Page 13 & 25 *(Rev 27 Oct 00)
Revised to change and to clarify warranty language and to update pricing
url.
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to Vonnie Allen at (850) 487-2304, Suncom
277-2304, allenv@dms.state.fl.us
CAH/va/lmb
Suite 315
October 4, 2000
MEMORANDUM NO.:
(252-002-00-1)-1
TO:
Department Addressed
FROM:
Matthew M. Carter, II
Deputy Secretary
SUBJECT:
Contract No. 252-002-00-1
Title: Computer Software: Oracle
Please make the following changes in the subject contract:
Delete:
None
Add:
*Pages 26 & 27 *(Rev 4 Oct 00)
Revised to add an authorized reseller.
Any questions or problems in delivery or service that may arise regarding
this contract should be directed to Vonnie Allen at (850) 487-2304, Suncom
277-2304, allenv@dms.state.fl.us
PAR/va/lmb
The Administrative and Operations Arm
of Florida’s Government
JEB BUSH, GOVERNOR
DEPARTMENT OF MANAGEMENT
SERVICES
WILLIAM S. SIMON, SECRETARY
Suite 315
CERTIFICATION OF CONTRACT
TITLE: Computer Software: Oracle Software
CONTRACT NO.: 252-002-00-1
BID NO.: Negotiated
EFFECTIVE: May 26, 2000 through May 25, 2003
1ST RENEWAL: May 26, 2003 through May 25, 2004
2ND RENEWAL: May 26, 2004 through May 25, 2005
3RD RENEWAL: May 26, 2005 through December 31, 2005
(Rev 25 May 05)
SUPERSEDES: 252-002-97-1
CONTRACTOR(S): Oracle Corporation (A)
A.
AUTHORITY - Upon affirmative action taken by the State of Florida Department of
Management Services on May 26, 2000, a contract has been executed between the State
of Florida and the designated contractors.
B.
EFFECT - This contract was entered into to provide economies in the purchase of Oracle
Software, Maintenance and Implementation Services by all State of Florida agencies and
institutions. Therefore, in compliance with Section 287.042, Florida Statutes, all
purchases of these commodities shall be made under the terms, prices, and conditions of
this contract and with the suppliers specified.
C.
ORDERING INSTRUCTIONS - All purchase orders shall be issued in accordance with
the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive
of all Federal, State and local taxes.
All contract purchase orders shall show the State Purchasing contract number, product
number, quantity, description of item, with unit prices extended and purchase order
totaled. (This requirement may be waived when purchase is made by a blanket purchase
order.)
STATE PURCHASING ● 4050 ESPLANADE WAY ● TALLAHASSEE, FLORIDA 32399-0950 ● TELEPHONE: 850-488-8440 ● FAX: 850-414-6122
D.
CONTRACTOR PERFORMANCE - Agencies shall report any vendor failure to perform according to
the requirements of this contract on Complaint to Vendor, form PUR 7017. Should the vendor fail to
correct the problem within a prescribed period of time, then form PUR 7029, Request for Assistance, is
to be filed with this office.
E.
SPECIAL AND GENERAL CONDITIONS - Special and general conditions are enclosed for your
information. Any restrictions accepted from the supplier are noted on the ordering instructions.
F.
CONTRACT APPRAISAL FORM - State Contract Appraisal, form PUR 7073 should be used to
provide your input and recommendations for improvements in the contract to State Purchasing for
receipt no later than 90 days prior to the expiration date of this contract.
Authorized Signature
Sp/mej
Attachments
Date
CONTRACT ADMINISTRATOR
JON YEATON
PHONE: (850) 488-1086
SUNCOM 278-1086
E-MAIL: jon.yeaton@myflorida.com
(Rev 29 April 04)
SPECIAL CONDITIONS
PURPOSE
The purpose of this Negotiation is to establish a 36 month contract for the purchase of Oracle Software by all
State of Florida agencies and other eligible users in accordance with the following Eligible Users paragraph.
It is anticipated that the contract will be effective from June 1, 2000 through May 31, 2003.
ELIGIBLE USERS
Under Florida Law use of State contracts shall be available to political subdivisions (county, local county
board of public instruction, municipal, or other local public agency or authority) State Universities and private
non-profit, educational facilities as defined in Section 240.605 F.S. and the Commission for the Transportation
Disadvantaged as defined in Section 287-042 (2)(a).
OPTIONAL CONTRACT USAGE
In addition to the eligible users referenced above with the consent of the successful) respondent(s) purchases
may be made under the terms and conditions of this Negotiation, by government entities located outside the
State of Florida. Appropriate governmental entities’ purchasing laws, rules and regulations shall apply to
purchases made under this contract.
ESTIMATED QUANTITIES
It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately
$3,000,000 under any contract resulting from this Negotiation. These estimated figures are given only as a
guideline for preparing your Negotiation response and should not be construed as representing actual figures
under the contract.
SPECIAL ACCOMMODATIONS
Any person requiring a special accommodation at Division of Purchasing because of a disability should call
Division of Purchasing at (850) 488-8440 at least five (5) workdays prior to any meeting. If you are hearing
or speech impaired, please contact the Division by using the Florida Relay Service, which can be reached at 1
(800) 955-8771 (TDD).
SPECIAL SALES OFFERS
All purchases made from State contracts by eligible users must be in strict adherence to all terms, conditions
and prices contained therein; therefore, all contract suppliers and their representatives are required to present
any "special" price proposals directly to Division of Purchasing.
SALES PROMOTIONS
It is understood that sales promotions may occur during the term of the contract that will lower the prices of some
products for the period of the sales promotion. Any such reduction shall appear on the using agency invoices.
Sale pricing shall be made available to all users of the contract, with the exception of sale pricing involving
education prices. The contractor to Division of Purchasing shall document sales promotions in writing.
Contractor shall specify start and ending dates of the sales promotion. Division of Purchasing will not accept
sales promotions specifying limited quantities or closeouts.
DELIVERY REQUIREMENTS
All prices offered shall include delivery to purchaser within 30 days.
3
NOTICE TO CONTRACTOR
The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the
Immigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation
shall be cause for unilateral cancellation of the contract.
PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity
crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a
bid on a contract with a public entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with
any public entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list.
AUTHORIZED DEALERS/DISTRIBUTORS AND/OR SERVICE LOCATIONS:
On any contract where orders will be directed to Authorized Dealers/Distributors or listing Service Locations,
this information shall be provided by the vendor as part of the negotiation package in hard copy.
SURCHARGE FEE AND SUMMARY OF TOTAL SALES
Division of Purchasing hereby imposes a vendor surcharge fee of .5% on contractors' sales under any contract
resulting from this bid. The fee will be paid by the contractor and must be included in submitted prices and
cannot be added as a separate item. Use of this contract will be optional by State Agencies. If a State Agency
elects to purchase from a source other than the resulting State contract, such purchases shall be in accordance
with Chapter 287, F.S., and 60A Florida Administrative Code.
After receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of
Florida no later than 15 days after the end of each quarter.
Vendor surcharge fee and contract number should be noted on the check and remitted to:
State of Florida
Department of Management Services
P.O. Box 5438
Tallahassee, FL 32314-5438
Contract supplier shall furnish Division of Purchasing a detailed summary of sales at the end of each quarter.
By submission of these Sales Summary reports and corresponding vendor surcharge deposits, the contractor(s)
is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of
Florida. Summary information shall be provided each quarter and shall include the following.
A.
State Contract Number
B.
Identity of purchaser
C.
Type of software sold
D.
Total sales of software/New license sales per quarter and year-to-date
E.
Total sales of upgrade (maintenance)releases and upgrades purchased per quarter and year-to-date
F.
Total sales per quarter and year-to-date
Failure to comply with these requirements will result in the contract supplier being found in default, in which
case any and all re-procurement costs and all outstanding vendor surcharge fees may be charged against the
defaulting contractor and may result in immediate, unilateral cancellation of your contract by Division of
Purchasing.
4
PRICE LISTS
On any contract where pricing is based on a Manufacturer’s or Dealer’s published price list (net or
discounted), the price list must be provided by the respondent as part of the package in hard copy, and on a 3.5
inch diskette as a Word or Excel document. Any subsequent revisions shall be submitted in the same format
to Division of Purchasing Contract Administrator, for review and approval prior to implementation. Updates
may be submitted by e-mail or diskette.
The Contract resulting from this negotiation will become a public document. The State of Florida, Division of
Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to
distribute State Term Contracts and product information.
Each Contract Vendor shall develop and maintain a State Contract Web Page on the Internet WWW to post
the State Contract prices. This site must be dedicated to the State of Florida Contract. Access to the site and
its information cannot be password protected. The Page must be compatible with the most recent version of
browser software being used by Division of Purchasing. As of the writing of this solicitation, Netscape
Navigator 3.0 is the Division of Purchasing Browser standard. Division of Purchasing intends to upgrade to a
new browser version as it becomes available and fully tested, at its discretion.
State Contract Page must be as follows:
 Solely for current contract pricing
 Additional links or information may be placed on the left edge of the screen to access additional product
literature, the vendor’s home page, the history of the company, etc.
 The center of the screen contains information and pricing that relates to only the terms on the contract
being served.
 The Universal Resource Locator (URL) for the Internet Page must be supplied to Purchasing prior to the
implementation of the contract.
Failure to follow the above specifications as required in this section will be grounds for the link being broken
from the State Contract and may be grounds for removal from the contract.
WARRANTY
Please refer to the Warranty Clause in the Software License and Services Agreement.
YEAR 2000 COMPLIANCE
WARRANTY:
For purposes of this Year 2000 warranty, the team "Product shall include software, firmware, microcode,
hardware and embedded chip technology.
Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by the vendor
and purchased by the State, for which Vendor is obligated to provide maintenance service are, and in the
future, will be, Year 2000 Compliant. Year 2000 Compliant means the Product will include the ability to:
consistently handle date information before, during, and after January 1, 2000, including accepting date input
providing date output, and processing dates; function before, during and after January 1, 2000, without the
need for program changes caused by the advent of the new century; properly handle all date related
information before and following Jan 1, 2001, including but not limited to accurate and reliable performance
in processing date and date related data, including calculating, comparing and sequencing; properly process
any and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide
output of date information in ways that are unambiguous as to century.
5
The duration of this warranty and the remedies available to the State for breach of this warranty shall be as
defined in, and subject to, the terms and limitations of any general warranty provisions of this contract,
provided that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of
any such warranty provision(s), defects in the Product with regard to Year 2000 Compliance, if any, will be
corrected by Vendor at Vendor's cost within a timeframe mutually agreed upon with the State. Vendor cannot
be held responsible for errors resulting from devices or systems external to this contract which are permitted to
directly access any database provided under this Agreement and overwrite Product date fields or from the
users improper integration of non-Year 2000 Compliant systems. Nothing in this warranty shall be construed
to limit any rights or remedies the State may otherwise have under this contract with respect to defects other
than Year 2000 performance.
REMEDY CLAUSE:
In the event of any decrease in product functionality related to time and date related codes and internal
subroutines that impede the hardware or software programs from operating beyond the Millennium Date Change,
Licensors and Vendors of Licensors products, agree to immediately make required corrections to restore hardware
and software programs to the same level of functionality as warranted herein at no charge to the licensee, and
without interruption to the ongoing business of licensee, time being of the essence.
RESELLERS:
All products bid under this bid/contract will be Year 2000 compliant. Year 2000 Compliant means the
Product will include the ability to: consistently handle date information before, during, and after January 1,
2000, including accepting date input, providing date output, and processing dates; function before, during and
after January 1, 2000, without the need for program changes caused by the advent of the new century; properly
handle all date related information before and following January 1, 2001, including but not limited to accurate
and reliable performance in processing date and date related data, including calculating, comparing and
sequencing; properly process any and all date calculations before, on and after the leap year date of February
29, 2000 and store and provide output of date information in way that are unambiguous as to century.
Resellers may provide a "pass through warranty" from the manufacturers/software developer, which meets all
the warranty requirements by the State, and which shall include all other warranties provided by the
manufacturer or software developer. Reseller shall be responsible for warranty assurance, assistance,
enforcement and any other actions or remediation, required to satisfy warranty requirements.
FORCE MAJEURE
Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.
LIMITATION OF REMEDIES
Contractor's entire liability and the State's exclusive remedy shall be as follows:
In all situations involving performance or non-performance of machines or programming (other than licensed
programs) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of the machine or
replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of
programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or a
replacement machine, model upgrade or feature in good working order, or to restore it to good working order,
or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to the
limits set forth in this Special Condition. For any other claim concerning performance or non-performance by
Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under
this Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special
Condition.
6
If this contract is for purchase of machines, then the following shall apply. Contractor's entire liability for
damages to the State for any cause whatsoever, and regardless of form of action, whether in contract or in tort
including negligence, shall be limited to the greater of $100,000 or the appropriate price stated herein for the
specific machines that caused the damages or that are the subject matter of or are directly related to the cause
of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards
referred to in the General Condition 14 entitled "Patents and Royalties", or to (b) claims for re-procurement
costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c)
claims for personal injury or damage to real or tangible personal property caused by Contractor's negligence or
tortious conduct.
If this contract is for the purchase of hardware maintenance services, then the following shall apply:
Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be
limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges
for the specific machines under this Agreement that caused the damages or that are the subject matter of, or
are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific
machines when the cause of action arose. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to
(b) claims for re-procurement costs or costs to cover pursuant to Division of Purchasing Rule 60A-1.006(4)
entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible
personal property caused by the Contractor's negligence or tortious conduct.
If this contract is for purchase of software maintenance services, then the following shall apply: Contractor's
entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual
damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the specific
software product under this Agreement that caused the damages or that are the subject matter of, or are
directly related to, the cause of action. Such maintenance charges will be those in effect for the specific
software product when the cause of action arose. The foregoing limitation of liability will not apply to (a) the
payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties", or to
(b) claims for re-procurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4)
entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible
personal property caused by Contractor's negligence or tortious conduct.
If this contract is for services other than hardware or software maintenance, then the following shall apply:
Contractor’s entire liability and the state’s exclusive remedy for damages to the state for any cause
whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be
limited to actual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the
services which are the subject matter of, or are directly related to, the cause of action. The foregoing
limitation of liability will not apply to (a) the payment of cost and damage awards referred to in “Patents and
Royalties” or to (b) claims for reprocurement costs or costs to cover pursuant to Division of Purchasing Rule
60A-1.006(4) entitled “Default”, or to (c) claims by the Department for personal injury or damage to real
property or tangible personal property caused by the Contractor’s negligence or tortious conduct
If this contract is for the acquisition of licensed programs, including personal computer licensed programs,
then the following shall apply: Contractor's entire liability and the State's exclusive remedy shall be as
follows: In all situations involving performance or non-performance of licensed programs furnished under
this Agreement, the State's remedy is (1) the correction by the Contractor of licensed program defects, or (2)
if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the State
shall be entitled to recover actual damages to the limits set forth in this section.
7
For any other claim concerning performance or non-performance by the Contractor pursuant to, or in any way
related to, the subject matter of this Agreement the State shall be entitled to recover actual damages to the
limits set forth in this section. Contractor's liability for damages to the State for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the
greater of $100,000 or the one time charges paid for, or any monthly license or initial license charges which
would be due for 12 months use of the licensed program that caused the damages or that is the subject matter
of, or is directly related to, the cause of action and shall include any initial or process charges paid to the
Contractor. This limitation of liability will not apply to (a) the payment of cost and damage awards referred to
in General Condition 14 entitled "Patents and Royalties" or to (b) claims for re-procurement costs or the cost
of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal
injury or damage to real or tangible personal property caused by the Contractor's negligence or tortious
conduct.
Contractor shall hold and save the State harmless for any and all suits and judgments against the State for
personal injury or damage to real or tangible personal property caused by Contractor's tortious conduct in the
performance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of any
claim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with the
State in the control, defense and trial of any claims and any related settlement negotiations and, provided
further, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such
claim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of the
defense, trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in the
defense of any claim.
In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform the
State's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been
advised of the possibility of such damages, or for (c) any claim against the State by any other party, except as
provided in the hold harmless provision of the preceding paragraph of this Special Condition and except as
provided in the General Condition entitled "Patents and Royalties", or for (d) any damages caused by
performance or non-performance of machines or programming located outside the United States or Puerto
Rico.
QUALITY ASSURANCE
The contractor, during the contract term, upon mutual agreement, will provide reasonable travel and lodging
accommodations for one (1) to three (3) government employees to perform an on site inspection of the
manufacturing process(es) and review of the manufacturer's product quality control(s) and total quality
management programs(s). The contractor will reimburse the State for actual transportation cost, per diem and
incidental expenses as provided in Section 112.061, Florida Statutes. It is the State's desire that the contractor
provides demonstration of quality control for improvement rather than postproduction detection.
VISA ACCEPTANCE
The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may
receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa
acceptance is mandatory but is not the exclusive method of payment. Please indicate your ability to
accept Visa in the space provided on the Ordering Instruction sheet of the bid.
RENEWAL
Division of Purchasing reserves the option to renew the period of this contract, or any portion thereof, for an
additional term not to exceed the original contract period. Renewal of the contract period shall be by mutual
agreement in writing.
8
DISTRIBUTION OF CERTIFICATION OF CONTRACT
One (1) copy of the Certification of Contract shall be furnished to each contractor as a result of this bid. No
additions, deletions or changes of any kind shall be made to this certification by the contractor without prior
approval of Division of Purchasing.
ORDER OF PRECEDENCE
If there is a conflict between the Oracle Inc. Agreement and the provisions of the General and Special
Conditions then the General and Special Conditions shall take precedence and govern, except where
specifically amended by this Agreement.
9
ORACLE
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement ("Agreement") is between Oracle Corporation ("Oracle") and
the Customer identified below. The terms of this Agreement shall apply to each Program license granted and
to all services provided by Oracle under this Agreement, which will be identified on one or more Order Forms.
I.
DEFINITIONS
1.1.
"Program" means the software in object code form distributed by Oracle for which Customer is granted
a license pursuant to this Agreement, and the media, Documentation and Updates therefor.
1.2.
"Documentation" means the user guides and manuals for installation and use of the Program software.
Documentation is provided in whatever form is generally available.
1.3.
"Update" means a subsequent release of the Program which Oracle generally makes available for
Program licenses at no additional license fee other than media and handling charges, provided
Customer has ordered Technical Support for such licenses for the relevant time period. Update shall
not include any release, option or future product which Oracle licenses separately.
1.4.
"Order Form" means the document in hard copy or electronic form by which Customer orders Program
licenses and services, and which is agreed to by the parties. The Order Form shall reference the
Effective Date of this Agreement.
1.5.
"Designated System" means the computer hardware and operating system designated on the relevant
Order Form.
1.6.
"Technical Support" means Program support provided under Oracle's policies in effect on the date
Technical Support is ordered.
1.7.
"Commencement Date" means the date on which the Programs are delivered by Oracle to Customer, or
if no delivery is necessary, the Effective Date set forth on the relevant Order Form.
1.8.
"Services" means Technical Support, training, or consulting services provided by Oracle to Customer
under this Agreement.
II.
PROGRAM LICENSE
2.1.
Rights Granted
A.
Oracle grants to Customer a nonexclusive license to use the Programs specified on an Order Form under
this Agreement as of the Commencement Date, as follows:
i. to use the Programs solely for Customer's operations on the Designated System or on a backup system
if the Designated System is inoperative, consistent with the use limitations specified or referenced in
this Agreement, an Order Form, or the Documentation. Customer may not relicense, rent or lease the
Programs or use the Programs for third-party training, commercial time-sharing or service bureau use;
10
ii. to use the Documentation provided with the Programs in support of Customer's authorized use of the
Programs;
iii. to copy the Programs for archival or backup purposes, and to make a sufficient number of copies for
the use specified in the Order Form. All titles, trademarks, and copyright and restricted rights notices
shall be reproduced in such copies;
iv. to modify the Programs and combine them with other software products; and
v. to allow third parties to use the Programs for Customer's operations so long as Customer ensures that
use of the Programs is in accordance with the terms of this Agreement.
Customer shall not copy or use the Programs (including the Documentation) except as specified m this
Agreement or an Order Form. Customer shall have no right to use any other software program that may be
delivered with ordered Programs.
B.
Customer agrees not to cause or permit the reverse engineering, disassembly or decompilation of the
Programs, except to the extent required to obtain interoperability with other independently created
software or as specified by law.
C.
Oracle shall retain all title, copyright and other proprietary rights in the Programs. Customer does not
acquire any rights, express or implied, in the Programs, other than those specified in this Agreement.
2.2.
Transfer and Assignment
A.
Customer may transfer a Program license within its organization upon notice to Oracle; transfers are
subject to the terms and fees specified in Oracle's transfer policy in effect at the time of the transfer.
B.
Customer may not assign this Agreement or transfer a Program License to a legal entity separate from
Customer without the prior written consent of Oracle. Oracle shall not unreasonably withhold or delay
such consent.
2.3.
Verification
At Oracle's written request, not more frequently than annually, Customer shall furnish Oracle with a signed
certification verifying that the Programs are being used pursuant to the provisions of this Agreement and
applicable Order Forms.
Oracle may audit Customers use of the Programs. Any such audit shall be conducted during regular business
hours at Customers facilities and shall not unreasonably interfere with Customer's business activities. If an
audit reveals that Customer has underpaid fees to Oracle, Customer shall be invoiced for such underpaid fees.
Audits shall be conducted no more than once annually.
III.
TECHNICAL SERVICES
3.1.
Technical Support Services
Technical Support. services ordered by Customer will be provided under Oracle's Technical Support policies
in effect on the date Technical Support is ordered.
3.2.
Consulting and Training Services
11
Oracle will provide consulting and training services agreed to by the parties under the terms of this
Agreement. All consulting services shall be billed on a time and materials basis unless the parties expressly
agree otherwise in writing.
3.3.
Incidental Expenses
For any on-site services requested by Customer, Customer shall reimburse Oracle for actual, reasonable travel
and out-of-pocket expenses incurred.
IV.
TERM AND TERMINATION
4.1.
Term
If not otherwise specified on the Order Form, this Agreement and each Program license granted under
this Agreement shall continue perpetually unless terminated under this Article IV.
4.2.
Termination by Customer
Customer may terminate any Program license at any time; however, termination shall not relieve
Customer's obligations specified in Section 4.4.
4.3.
Termination by Oracle
Oracle may terminate this Agreement or any license upon written notice if Customer materially
breaches this Agreement and fails to correct the breach within 30 days following written notice
specifying the breach.
4.4.
Effect of Termination
Termination of this Agreement or any license shall not limit either party from pursuing other remedies
available to it, including injunctive relief, nor shall such termination relieve Customer's obligation to
pay all fees that have accrued or are otherwise owed by Customer under any Order Form. The parties'
rights and obligations under Sections 2.1.8, 2.1.C, and 2.2.8, and Articles IV, V, VI and VII shall
survive termination of this Agreement. Upon termination, Customer shall cease using, and shall return
or destroy, all copies of the applicable Programs.
V.
INDEMNITY, WARRANTIES, REMEDIES
Infringement Indemnity
Oracle will defend and indemnify Customer against a claim that the Programs infringe a copyright or patent or
other intellectual property right, provided that: (a) Customer notifies Oracle in writing within 30 days of the
claim; (b) Oracle has sole control of the defense and all related settlement negotiations; and (c) Customer
provides Oracle with the assistance, information and authority necessary to perform Oracle's obligations under
this Section. Oracle will reimburse Customer's reasonable out-of-pocket expenses incurred in providing such
assistance. Oracle shall have no liability for any claim of infringement based on use of a superseded or altered
release of Programs if the infringement would have been avoided by the use of a current unaltered release of
the Programs which Oracle provides to Customer.
If the Programs are held or are believed by Oracle to infringe, Oracle shall have the option, at its expense, to
(a) modify the Programs to be noninfringing; or (b) obtain for Customer a license to continue using the
12
Programs. If it is not commercially reasonable to perform either of the above options, then Oracle may
terminate the license for the infringing Programs and refund the license fees paid for those Programs. This
Section 5.1 states Oracle's entire liability and Customer's exclusive remedy for infringement.
5.2.
Warranties and Disclaimers
A.
Program Warranty
Oracle warrants for a period of one year from the Commencement Date or the date of acceptance of the
product that each unmodified Program will perform the functions described in the Documentation.
(Rev 27 Oct 00)
B.
Media Warranty
Oracle warrants the tapes, diskettes or other media to be free of defects in materials and workmanship under
normal use for 90 days from the Commencement Date.
C.
Services Warranty
Oracle warrants that its Technical Support, training and consulting services will be performed consistent with
generally accepted industry standards. This warranty shall be valid for 90 days from performance of service.
D.
Disclaimers
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not warrant that the Programs will operate in combinations other than as specified in the
Documentation or that the operation of the Programs will be uninterrupted or error-free. Pre-production
releases of Programs and computer-based training products are distributed "AS IS."
5.3.
Exclusive Remedies
For any breach of the warranties contained in Section 5.2, Customer's exclusive remedy, and Oracle's
entire liability, shall be:
A.
For Programs
The correction of Program errors that cause breach of the warranty, or if Oracle is unable to
make the Program operate as warranted, Customer shall be entitled to terminate the Program
license and recover the fees paid to Oracle for the Program license.
B.
For Media
The replacement of defective media returned within 90 days of the Commencement Date.
C.
For Services
The reperformance of the services, or if Oracle is unable to perform the services as warranted,
Customer shall be entitled to recover the fees paid to Oracle for the unsatisfactory services.
VI.
PAYMENT PROVISIONS
6.1.
Invoicing and Payment
13
All fees shall be due and payable 30 days from the invoice date. Customer agrees to pay applicable
media and shipping charges. Customer shall issue a purchase order, or alternative document acceptable
to Oracle, on or before the Effective Date of the applicable Order Form.
6.2.
Taxes
The fees listed in this Agreement do not include taxes; if Oracle is required to pay sales, use, property,
value-added or other taxes based on the licenses or services granted in this Agreement or on
Customer's use of Programs or services, then such taxes shall be billed to and paid by Customer. This
Section shall not apply to taxes based on Oracle's income.
VII. GENERAL TERMS
7.1.
Nondisclosure
By virtue of this Agreement, the parties may have access to information that is confidential to one another
("Confidential Information"). Confidential Information shall be limited to the Programs, the terms and pricing
under this Agreement, and all information clearly identified as confidential. A party's Confidential
Information shall not include information that: (a) is or becomes a part of the public domain through no act or
omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not
been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed
to the other party by a third party without restriction on disclosure; or (d) is independently developed by the
other party. Customer shall not disclose the results of any benchmark tests of the Programs to any third party
without Oracle's prior written approval.
The parties agree to hold each other's Confidential Information in confidence during the term of this
Agreement and for a period of two years after termination of this Agreement. The parties agree, unless
required by law, not to make each other's Confidential Information available in any form to any third party for
any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to
ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of
the terms of this Agreement.
7.2.
Governing Law
This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of
the State of California.
7.3.
Jurisdiction
Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San
Francisco or San Mateo County, California. Oracle and Customer agree to submit to the jurisdiction of, and
agree that venue is proper in, these courts in any such legal action or proceeding.
7.4
Notice
All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be
deemed to have been given when mailed by first class mail to the first address listed in the relevant Order
Form (if to Customer) or to the Oracle address on the Order Form (if to Oracle).
To expedite order processing, Customer agrees that Oracle may treat documents faxed try Customer to Oracle
as original documents; nevertheless, either party may require the other to exchange original signed documents.
14
7.5
Limitation of Liability
In no event shall either party be liable for any indirect, Incidental, special or consequential damages, or
damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in an
action in contract or tort, even if the other party has been advised of the possibility of such damages. Oracle's
liability for damages hereunder shall in no event exceed the amount of fees paid by Customer under this
Agreement, and if such damages result from Customer's use of the Program or services, such liability shall be
limited to fees paid for the relevant Program or services giving rise to the liability.
The provisions of this Agreement allocate the risks between Oracle and Customer. Oracle's pricing reflects
this allocation of risk and the limitation of liability specified herein.
7.6.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions
of this Agreement will remain in full force.
7.7.
Waiver
The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach. Except for actions for nonpayment or breach of Oracle's proprietary
rights in the Programs, no action, regardless of form, arising out of this Agreement may be brought by either
party more than two years after the cause of action has accrued.
7.8.
Export Administration
Customer agrees to comply fully with all relevant export laws and regulations of the United States ("Export
Laws") to assure that neither the Programs nor any direct product thereof are (1) exported, directly or
indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the
Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
7.9.
Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or
contemporaneous agreements or representations, written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized
representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this
Agreement.
It is expressly agreed that the terms of this Agreement and any Order Form shall supersede the terms in any
Customer purchase order or other ordering document. This Agreement shall also supersede all terms of any
unsigned or "shrinkwrap" license included in any package, media, or electronic version of Oracle-furnished
software and any such software shall be licensed under the terms of this Agreement, provided that the use
limitations contained in an unsigned ordering document shall be effective for the specified licenses.
Executed by Oracle Corporation:
John F Zettler
Director, Senior Contracts Managers
Oracle Service Industries
Address: 500 Oracle Parkway, Redwood City, CA
15
AMENDMENT ONE
to the
AGREEMENT
between
STATE OF FLORIDA
DEPARTMENT OF MANAGEMENT SERVICES
and
ORACLE CORPORATION
This Amendment One hereby amends the Software License and Services Agreement (the "Agreement")
between the State of Florida Department of Management Services ("Customer") and Oracle Corporation
("Oracle") with an Effective Date of April 1, 2000 and the attached General Conditions and Special
Conditions as follows:
1.
Section 2.3, Verification: The third sentence of the second paragraph is hereby revised to read " If an
audit reveals that Customer has underpaid fees to Oracle, Customer shall be invoiced for the underpaid
fees; such fees shall be based on the Price List."
2.
Section 3.2, Consulting and Training Services: Add to the end of the paragraph "Customer in its
reasonable discretion may request that Oracle remove a particular consultant or training instructor who
is providing services under this Agreement if Customer reasonably believes that such consultant or
training instructor is not providing services as warranted and Oracle, after notice, has been unable to
resolve performance issues relative to such consultant or training instructor. Customer shall pay the
costs of familiarizing the replacement consultant or training instructor with the project and Customer
agrees that time deadlines and cost estimates, if any, may require adjustment as a result of replacing a
consultant or training instructor."
3.
Section 3.3, Incidental Expenses, is revised as following: "For any on-site services requested by
Customer, Customer shall reimburse Oracle for reasonable travel and out-of-pocket expenses incurred,
subject to the limitations of Florida Statute 112.061, Per Diem and Travel Expenses of Public Officers,
Employees, and Authorized Persons."
4.
Section 4.2, Termination by Customer, is revised to include the following as the last sentence of the
clause: "Except that in the event of such termination by the State for Oracle's material breach, not
corrected within 30 days following written notice specifying the breach, Oracle shall be paid for all
delivered services and allowable related expenses incurred prior to the date of termination."
4.
Section 5.2, Warranties and Disclaimers is revised to include the following sentence: "This does not
override any other warranties contained in this contract.'
5.
Section 6.1, Invoicing and Payment: The second sentence is hereby deleted and replaced by "All
payments shall be subject to the Florida Prompt Payment Act." A fourth sentence is hereby included:
"Customer, on a departmental basis, shall have blanket purchase orders in place, or issue individual
purchase orders as required, on or before the Effective Date of the applicable Order Form."
6.
Section 6.2, Taxes, is revised as follows: "The fees listed in this Agreement do not include taxes.
Oracle acknowledges that Customer is exempt from paying taxes. Customer's tax exemption certificate
shall be furnished with the relevant Order Form."
16
7.
Section 7.1, Nondisclosure, is revised to add the following sentence: "Notwithstanding any terms to the
contrary, disclosure of any confidential information received by the customer will be governed by the
provisions of the Public Records Act, Chapter 119 Fla Statutes."
8.
Section 7.2, Governing Law, is revised as follows: "This Agreement, and all matters arising out of or
relating to this Agreement, shall be governed by the laws of the State of Florida."
9.
Section 7.3, Jurisdiction. Delete this provision in its entirety.
10.
Section 7.7, Waiver. The second sentence is revised as follows: "No action, regardless of form, arising
out of this Agreement may be brought by either party after the applicable Florida Statute of Limitations
has expired."
11. The following clauses are hereby added to the Agreement:
Indemnity
Oracle shall defend and indemnify the State of Florida against any liability, damage, or expense which the
State of Florida may sustain, incur, or be required to pay, arising out of or in connection with claims for
personal, bodily injury or wrongful death or damage to real or tangible personal property resulting from any
negligent act or omission of an Oracle employee acting within the scope of his/her employment in the
performance of Services under this Agreement while on the State of Florida premises; provided that:
(a)
Oracle is notified in writing of any claim promptly after the State of Florida becomes aware of it;
(b)
Oracle has sole control of the defense of such claim and of all negotiations for its settlement or
compromise; and
(c)
The State of Florida gives Oracle information reasonably available and assistance necessary to
facilitate the settlement for defense of such claims and, to the extent permitted by law, the State of
Florida makes any defenses available to it available to Oracle.
Oracle's indemnity obligation under this clause shall be reduced to the extent by which the liability, damage,
or expense results from the willful misconduct or the negligent act or omission of an employee(s), agent(s), or
subcontractor(s) of the State of Florida, or a third party(ies). For the purpose of this clause, tangible personal
property shall not include software, documentation, data, or data files nor shall the indemnity obligation stated
in this clause apply to damages incurred by use of any software. Oracle's indemnity obligation, except that for
personal bodily injury or wrongful death, shall be limited to the amount of the applicable Order.
Oracle shall be entitled to all remedies available under Florida Law. In the event of a conflict between this
indemnity provision and Florida Law, Florida Law will govern.
Force Majeure
Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this
Agreement where such delay or failure arises by reason of any act of God, or any government or governmental
body, acts of the common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause
beyond the control of such party.
17
10.
With respect to the "Surcharge User Fee/Summary of Total Sales" clause of the Special Conditions,
Oracle agrees to provide its Sales Summary quarterly, based on contract quarters, and to remit any
applicable Surcharge Fee within fifteen (15) days of the close of such quarter.
All other terms and conditions remain unchanged. The State of Florida Invitation to Negotiate ("ITN")
(PUR7105 Rev.6198) and The State of Florida Special Conditions are hereby incorporated into this
Agreement. In the event of conflict between the aforementioned documents and this SLSA, the order of
precedence for control shall be as follows: 1. The State of Florida ITN, 2. The State of Florida Special
Conditions and 3. The terms and conditions of the SLSA as amended.
JOAN M. GEORGE
VICE PRESIDENT, LEG
ORACLE CORPORATION
18
DISCOUNT AGREEMENT ADDENDUM
This Discount Agreement Addendum ("Addendum") shall be governed by the terms of Agreement between
the State of Florida ("Customer") and Oracle Corporation ("Oracle") with an Effective Date of April 1, 2000
(the "Agreement"), as amended.
1.
Customer may acquire licenses for Programs based on the pricing and terms set forth in Section A or
Section B and in the Ordering Procedures herein.
2.
The Term of this Addendum shall be three (3) years from the Effective Date. Section A pricing is
available only until May 31, 2000. Thereafter, the pricing in Section A shall terminate and Customer may
purchase new Program Licenses and related Technical Support from the pricing set forth in Section B.
3.
Ordering Procedures
3.1
A "License Set" shall be all licenses under a particular CSI or, in the case of Network Licenses
and other multi-server situations, all licenses under the associated CSIs. All licenses in a License
Set (including the associated support) must be based on a single pricing structure (i.e., either
Section A or Section B). No mixing of pricing structures within a License Set is permitted.
3.2
The following ordering options are available to Customer:
3.2.1
Option #1: Existing License Set acquired utilizing Section A licensing practices with
active Support
Customer may acquire additional licenses as follows:
(a) Place Order Form based on Section A while available(see Term above)
(b) Place Order Form based on Section B (must migrate existing licenses as part of that order)
Customer may acquire additional support as follows:
(a) The Technical Support ordered shall be based on the same Section under which the
licenses are acquired.
3.2.2
Option #2: Existing License Set acquired utilizing Section A licensing practices with
lapsed Support
Reinstate Support based on the prices and terms of Section A
Renew Support/Add Licenses using the Option #1 guidelines set forth above.
3.2.3
Option #3: No Existing License Set:
Customer may acquire new licenses as follows:
(a) Place Order Form based on Section B.
(b) Place Order Form based on Section A as available.
Customer may acquire support as follows:
(a) The Technical Support ordered shall be based on the same Section under which the
licenses are acquired.
19
3.2.4
Option #4: Existing License Set acquired utilizing Section B licensing practices with
Active Support:
Customer may acquire near licenses as follows:
(a) Place Order Form based on Section B.
Customer may acquire support as follows:
(a) The Technical Support ordered shall be based on the same Section under which the
licenses are acquired.
3.2.5
Option #5: Existing License Set acquired utilizing Section B licensing practices with
Lapsed Support:
Reinstate Support based on the prices and terms of Section B Renew Support/Add Licenses
using the Option #4 guidelines set forth above.
4.
All Florida State governmental entities, political subdivisions and other authorized users of centralized
State contracts (hereinafter referred to as "Eligible Users") may, obtain Programs and services through
this Addendum.
The parties agree that Agencies which have the right to license software hereunder and which have
existing agreements with Oracle for the acquisition of Programs and services shall have the right to
license additional Programs and purchase Technical Support Services, training and consulting services
in accordance with the terms of this Agreement. Each Agency must, however, use either the
Agreement or its existing agreement at any given time and not a combination of both.
5.
When placing orders under this Addendum, Customer shall reference the State of Florida contract
number.
SECTION A
1.
Customer may acquire Programs and Technical Support based on the terms and pricing set forth in the
March 30, 1999 Pricing (as amended in July 1999 attached to Florida State Contract Number
252002971) through May 31, 2000. Thereafter, Customer may only acquire Programs based on Section
B hereto.
SECTION B
1.
In addition to the Definitions set forth in Attachment A hereto, the following terms shall apply:
1.1
"Price List" is defined as Oracle's Pricing at Attachment B hereto.
2. Pricing
2.1
For the duration of the Term of this Addendum, Customer may acquire licenses for Programs
appearing on the Price List and available in production release status on Customer computer
hardware/operating system combinations as of the Effective Date of this Addendum at the
following Program discounts:
Transaction Band (Total Fees)
Discount from Price List
$0-100K
24.625%
$100-250K
26.635%
20
$250-735,294
2.2
3.
4.
31.660%
Total Fees as described above are equal to List License Fees plus List Support Fees based on
Oracle pricing.
Technical Support
3.1
For the duration of the Term, Customer may- acquire Technical Support services for Programs as
set forth in the Price List at Attachment B hereto.
3.2
A description of Oracle's current Technical Support policies are set forth at
http://oracle.conVsupport
3.3
Technical Support services shall be paid annually in arears.
Professional Services
4.1
Customer may purchase Oracle Professional Services at the fees set forth below:
Sr. Vice President
Area Vice President
Regional Vice President
Sr. Practice Director
Sr. Industry Director
Practice Director
Industry Director
Practice Mgr.
Industry Mgr.
Technical Mgr.
Managing Principal
Sr. Principal
Principal Engineer
Sr. Engineer
Staff Engineer
Associate Engineer
Administrative Assistant
$402.00
$362.00
$339.00
$323.00
$323.00
$295.00
$295.00
$276.00
$276.00
$276.00
$236.00
$236.00
$205.00
$169.00
$146.00
$106.00
$ 43.00
Services shall be provided only- upon receipt of an Order Form and a mutually agreed upon statement of
work. Professional Services shall be equal to the number of hours of service performed multiplied by the
applicable rate, plus reasonable travel and living expenses.
Customer acknowledges that above Professional Services are offered separately from any Program Licenses
acquired under this Addendum. Customer understands that it has the right to acquire said Program licenses
without acquiring Professional Services, and may acquire Professional Services without acquiring Program
licenses.
Education
5.1
For the duration of the Term, Customer may purchase Oracle education units at a price of $325
per Education Unit.
21
Attachment A
Definitions
DEFINITIONS AND GENERAL LICENSING RULES
To fully understand your license grant, you need to review the definition for both the user metric and term
designation which are listed below.
Named User - Single Server: is defined as an individual authorized by the Customer to use the Programs
which are installed on a single server, regardless of whether the individual is actively using the Program(s) at
any given time.
Named User - Multi Sen-er: is defined as an individual authorized by the Customer to use the Programs
which are installed on multiple servers, regardless of whether the individual is actively using the Program(s) at
any given time.
Power Unit - Intel: is defined as one hMz of power in each Intel/CISC or Intel/CISC compatible processor on
which the Programs are run. The total number of Power Units - Intel is determined by adding together the
number of MHz in all such processors.
Power Unit - RISC: is defined as one MHz of power in each RISC or RISC equivalent processor (including
Intel/RISC) on which the Programs are run. The total number of Power Units - RISC is determined by adding
together the number of MHz in all such processors.
Entry: is defined as a unique item (e.g., object, person, entity or item of information) stored within the
Program(s). Replicated entries stored within the Program on multiple servers are counted as a single entry.
Suite: is defined as all the functional software components described in the product documentation.
Computer or Workstation: is defined as the computer on which the Program(s) is installed and running. A
Computer or Workstation license allows the Customer to use the licensed Program on a single specified
computer.
Read-Only User: is defined as an individual authorized by the Customer to run only queries or reports against
Oracle Application Programs for which they have Read-Only User licenses.
Module: is defined as each production database running the Program(s).
50M Bills Presented: is defined as 50 mullion bills or invoices delivered, presented and/or posted via the
Internet using the Program.
500K Bills Paid: is defined as payment or payment authorization of 500 thousand bills via the Internet using
the Program.
Cost of Goods Sold: is defined as the total cost of inventory that a company has sold during their fiscal year.
If Cost of Goods Sold is unknown to the Customer then Cost of Goods Sold shall equal 75% of total company
revenue.
Person: is defined as the profile for each individual actively managed by the Programs. Thus includes, but is
not limited to, Customer employees, contractors and retirees.
22
Paid Person: is defined as an individual whose payment or payment calculations are generated by the
Programs. The term Paid Person includes, but is not limited to, Customer employees, contractors, retirees, and
other employees covered by workers compensation laws or regulations.
Trainee: is defined as an employee, contractor, student or other person who is being trained.
Employee: is defined as an active employee of Customer (note: The value of these applications is determined
by the size of the active employee population and not the number of actual users. Therefore, all active
employees of Customer must be included when licensing these applications.)
Call Center Employee: is defined as the number of employees and contractors in the Customer's call center.
(note: The value of this application is determined by the size of the call center employee and contractor
population and not the number of actual users. Therefore, all call center employees and contractors of
Customer must be included when licensing these applications.)
Target: is defined as a customer or prospect being targeted by the Customer at least once in a 12-month
period through any marketing activity.
Compensated Individual: is defined as an individual whose compensation or compensation calculations are
generated by the Programs. The term Compensated Individual includes, but is not limited to, Customer
employees, contractors, retirees, and any other Person.
Field Technician: is defined as an engineer, technician, representative, or other Person who is dispatched
using the Programs.
TERM DESIGNATION
If your Program License does not specify a term, the Program license is perpetual and shall continue unless
terminated as otherwise provided in the Agreement.
4 Year Term: A Program license specifying a 4 Year Term shall commence on the Effective Date of the order
and shall continue for a period of 4 years. At the end of the 4 Year Term, the Program license shall terminate
automatically.
2 Year Term: A Program license specifying a 2 Year Term shall commence on the Effective Date of the order
and shall continue for a period of 2 years. At the end of the 2 Year Term, the Program license shall terminate
automatically.
LICENSING RULES
You are responsible for ensuring that the following user minimums are maintained per product:
Program
Minimum for
Named User - Single Server or
Named User - Multi Server
Oracle 8i Enterprise Edition
1 Named User per every 20
Power
Units
Rdb Enterprise Edition
CODASYL DBMS
Application Server Standard Edition
23
Application Server Enterprise Edition
Trusted Oracle Enterprise Edition
Forms Server
Report Server
Email Server
Message Broker
Business Components for Java
You are responsible for ensuring that the following restrictions are not violated:
•
Oracle8i Standard Edition & Rdb Standard Edition are restricted to certain hardware models. Check
vviN,Nv.oracle.com/database/availability for the approved models.
•
The number of database option licenses must match the number of database licenses on each computer
on which they are installed. Exception: the number of WebDB Standard Edition or WebDB Enterprise
Edition licenses do not need to match the number of database licenses.
•
Data Mart Suite and Data Mart Suite. Sales & Marketing are limited to computers with a maximum of
4 processors.
24
ORACLE CORPORATION
PRICE SHEET
TO VIEW PRICING CLICK ON THE FOLLOWING LINK:
http://oai.oracle.com:8080/florida/florida.home
25
ORACLE
ORDERING INSTRUCTIONS
NOTE:
ALL ORDERS SHOULD BE DIRECTED TO:
SPURS VENDOR NUMBER:
F94-2871189-004
VENDOR:
Oracle Corporation
STREET ADDRESS OR P.O. BOX: 2858 Remington Green Circle, Ste. 101
CITY, STATE, ZIP:
Tallahassee, FL 32308
TELEPHONE:
850-422-0771
TOLL FREE NO.:
ORDERING FAX NO.:
850-383-0221
REMIT ADDRESS:
P.O. Box 71028
CITY, STATE, ZIP:
Chicago, IL 60694-1028
WILL ACCEPT THE VISA CARD
PRODUCT
INFORMATION:
DIRECT INQUIRY TO:
NAME AND TITLE:
Andrew P. Dwork, Marketing Manager, Oracle Gov't.
ADDRESS:
2858 Remington Green Circle, Ste. 101
CITY, STATE, ZIP:
Tallahassee, FL 32308
TELEPHONE:
850-422-0771
FAX NO.:
CELL: 850-933-3713
850-383-0221
URL HOME PAGE ADDRESS:
http://osi.oracle.com/pls/florida/florida.home
ELECTRONIC MAIL ADDRESS: andy.dwork@oracle.com
26
ORACLE
AUTHORIZED RESELLERS
Hayes Computer (M)
1355 Thomas Drive
Tallahassee, FL 32312
Phone: 850-297-0551, ext. 111
800-825-9390
850-297-0644 fax
Email: kmartinoff@hcs.net
SPURS#: F593633709-001
(Rev 4 Oct 00)
nTier Solutions, Inc. (M)
227 NE 17th Street
Del Ray Beach, FL 33444
Phone: 561-330-8583
FAX: 561-330-7244
Contact: Jean Wyatt-Filer
Eamil: Sales@Ntier-Inc.com
SPURS#: F651121584001
(New 13 Mar 02)
27