State of Utah
Contract # MA3457
for
Online Marketplace
with
Amazon.com Services LLC
Effective: September 9, 2020
The following documents comprise the executed contract between the
State of Utah and Amazon.com Services LLC effective September 9, 2020:
I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by reference
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CONTRACTOR
October 1, 2020
Contract # MA3457
STATE OF UTAH COOPERATIVE CONTRACT
MASTER AGREEMENT
1.
CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:
Amazon.com Services LLC
Name
410 Terry Ave N
Address
Seattle WA 98109
City State Zip
LEGAL STATUS OF CONTRACTOR
Sole Proprietor
Non-Profit Corporation
For-Profit Corporation
Partnership
Limited Liability Company
Contact Person Marcus Handler Email mahandle@amazon.com
Vendor # VC220555 Commodity Code #00000
2.
CONTRACT PORTFOLIO NAME: Online Marketplace
3.
GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: an online marketplace with dynamic
pricing.
4.
PROCUREMENT: This contract is entered into as a result of the procurement process on Solicitation # MG20-81.
5.
CONTRACT PERIOD: Effective Date: September 9, 2020; Termination Date: May 5, 2025 unless terminated early or extended in
accordance with the terms and conditions of this contract. Renewal options (if any): None.
6.
Payment: Prompt Payment Discount (if any): NA.
7.
Administrative Fee, as described in the Rebate Agreement between OMNIA Partners and the State of Utah.
8.
The Contract contains the following documents listed in the order of precedence:
ATTACHMENT A: Terms and Conditions
ATTACHMENT B: Scope of Work
9.
DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED (listed in order of precedence
and below those documents listed in Section 8 in order of precedence):
a.
All other governmental laws, regulations, or actions applicable to this contract.
b.
Utah State Procurement Code, Procurement Rules, Contractor’s response to solicitation #MG20-81, and Solicitation # MG20-81.
10.
Each person signing this Agreement represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver
this Agreement and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the
Agreement and the performance of each party's obligations hereunder have been duly authorized and that the Agreement is a valid and
legal agreement binding on the parties and enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by
the parties, the "Effective Date" of this Contract shall be the date provided within Section 5 above.
STATE
October 1, 2020
Contractor's signature Date Director, Division of Purchasing Date
Anne Rung
Type or Print Name and Title
Authorized Signatory
Chris Hughes
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Michael Glenn 801-957-7137 NA michaelglenn@utah.gov
Division of Purchasing Contact Person Telephone Number Fax Number Email
(Revised 4/22/20 RS)
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Attachment A
Terms and Conditions
Below is a copy of the Amazon Business Accounts Terms and Conditions in effect on the Effective Date
of the contract. Pursuant to Section 10 of the Amazon Business Accounts Terms and Conditions (as
amended by the Amendment), Amazon may make changes at any time. The Amazon Business Accounts
Terms and Conditions are available electronically
at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180.
1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and
transactions made through Amazon Business. “Amazon Business” enables registered business
customers to purchase products and services for business purposes and to access and use a set of
features, services, software, and applications specifically intended for business customers. We
may make available to you, through Amazon Business, certain services or products that are
subject to additional terms and conditions, and if you use such services or purchase such
products, those terms and conditions (the “Feature Terms
”) will also apply to you. Products
made available through Amazon Business may be designed for, and only appropriate for,
specialized uses; accordingly, you may only use them as intended by, and in compliance with all
instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon
Business apply to your and your users’ use of and access to Amazon Business. These “Policies”
include the
Amazon Business Acceptable Use Policy, the Amazon Business Pricing Policy, the
Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon
Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates
by reference the Feature Terms and the Policies.
2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that
(i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the
Customer has all requisite right, power, and authority to enter into, perform its obligations under,
and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible
Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs,
corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities
(federal, state, local, and quasi-governmental entities), and all types of non-profit organizations
(including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).
Individual consumers should use Amazon.com. Upon completion of your registration, a
“Business Account” will be created for your organization. You may authorize others to create a
“User Account” associated with your Business Account. You are responsible for all activities
that occur under your Business Account and any associated User Accounts, and must ensure your
Users comply with the Acceptable Use Policy and this Agreement. You are responsible for
maintaining the security of the passwords associated with your Business Account and User
Accounts; if you believe an unauthorized person has access to your password, Business Account,
or an associated User Account, you must contact us immediately and change any compromised
passwords.
3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES.
Your purchases are subject to Amazon’s Shipping and Returns Policies. All purchases of physical
items from Amazon are made pursuant to a shipment contract. This means that the risk of loss
and title for such items pass to you upon our delivery to the carrier. Unless you are participating
in the Pay by Invoice service, payment for all purchases made through your Business Account is
due upon shipment or on the date indicated on the checkout page, or, for digital products, when
we make the digital product available to you. For returns, Amazon does not take title to returned
items until the item arrives at our fulfillment center. At our discretion, a refund may be issued
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without requiring a return. In this situation, Amazon does not take title to the refunded item. To
purchase through Amazon Business, you will need at least one valid payment method associated
with your Business Account; if there is a problem charging your selected payment method for any
purchase, we may charge any other valid payment method associated with your Business
Account. If we send any User a replacement product for a product they originally ordered using
an individual payment method (such as a personal credit card) and the original product ordered is
not returned within 30 days of the replacement request, you acknowledge and consent that we
may charge any eligible payment method on record for the relevant User Account for the
replacement product. Each party will be responsible, as required under applicable law, for
identifying and paying all taxes and other governmental fees and charges (and any penalties,
interest, and other additions thereto) that are imposed on that party upon or with respect to the
transactions and payments under this Agreement.
4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION,
CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE
AVAILABLE TO YOU BY AMAZON ARE ON AN “AS IS” AND “AS AVAILABLE”
BASIS, AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS,
PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT
PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AMAZON
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT
SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its
affiliates, and their respective directors, officers, employees, representatives, contractors, and
agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other
liability (including reasonable attorneys' fees and costs) related to or arising out of any third party
allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a)
any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any
product sold or service provided to you under the Agreement, (c) any dispute between you and
your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably
satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that
any indemnified Claim might adversely affect us, we may take control of the defense at our
expense. You may not consent to the entry of any judgment or enter into any settlement of a
Claim without our prior written consent, which may not be unreasonably withheld.
6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,
UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR
PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST
EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED
TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE
TO THE LIABILITY.
7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.
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7.1. Customer Information. We require you to provide information about you and your Users to
access and use Amazon Business, and you may need to provide supplemental information to use
or purchase some Amazon Business products or services. You will ensure that all information
that you provide to us is at all times accurate and complete. We may share information you
provide (for example, your organization’s name, addresses, Taxpayer Identification Number)
with others in your organization and third parties to confirm the accuracy of such information and
your eligibility to use Amazon Business or certain services (for example, to confirm you hold a
valid license, certification, or credential where required). To enable us to improve our services,
including by making available additional product selection or business pricing, we may share
specific order information about the products or services you purchase through your Business
Account with the suppliers who provide such products or services. For example, for certain
transactions, Amazon Business may share your organization’s name or credentials, shipping
address, shipment date, ASIN/SKU, quantity or other relevant information.
7.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by
the terms of the Amazon.com Privacy Notice. Please review the Privacy Notice
to understand our
practices with respect to your information. Please note that all information about Users and User
Accounts associated with a Business Account may be shared with your organization.
7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you
information which is identified as confidential or that should reasonably be considered
confidential (“Confidential Information”). You will take all reasonable measures to avoid
disclosure, dissemination or unauthorized use of Confidential Information, including, at a
minimum, those measures you take to protect your own confidential information of a similar
nature. You may use Confidential Information only in connection with your use of Amazon
Business. You will not disclose Confidential Information during the term of this Agreement or at
any time during the 5-year period following the termination of the Agreement, unless required by
law. This applies to all Confidential Information in your possession, regardless of when or where
you receive it.
8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.
8.1. Governing Law. The laws of the State of Washington, without reference to conflict of law
rules, as well as the Federal Arbitration Act and federal arbitration law, govern the Agreement
and any dispute that might arise between you and us that pertains to Amazon Business or this
Agreement. The United Nations Convention for the International Sale of Goods does not apply to
the Agreement.
8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement
will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter
requesting arbitration and describing your claim to our registered agent Corporation Service
Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be
conducted by the American Arbitration Association (AAA) under its rules (available at
www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the
same damages and relief as a court (including injunctive and declaratory relief or statutory
damages). You may choose to have the arbitration conducted by telephone, based on written
submissions, or at a mutually agreed location. We and you agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a class, consolidated or
representative action. If, for any reason, a claim proceeds in court rather than in arbitration we
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each waive any right to a jury trial. We and you both agree that you or we may bring suit in court
to enjoin infringement or other misuse of intellectual property rights.
8.3. Public Sector Entities. If you are a public sector entity and precluded by law from agreeing
to any of the provisions of Section 8 as set forth above, then any disputes with you will be
governed by the substantive laws of the sovereign under whose laws you were formed and the
venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if
the laws of such sovereign would result in other provisions in this Agreement being deemed
unlawful, void or for any reason unenforceable against you, those provisions will not apply to you
and will be deemed severable from this Agreement. All other provisions in the Agreement remain
in full force and effect.
9. THIRD-PARTY OFFERINGS. Parties other than Amazon operate stores, provide services or
software, or sell product lines through Amazon Business. In addition, we provide links to the sites
of affiliated companies and certain other businesses. If you purchase any of the products or
services offered by these businesses or individuals, you are purchasing directly from those third
parties, not from Amazon. We are not responsible for examining or evaluating, and we do not
warrant, the offerings of any of these businesses or individuals (including the content of their
sites). Amazon does not assume any responsibility or liability for the actions, product, and
content of all these and any other third parties. You should carefully review their privacy
statements and other conditions of use.
10. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting
such a change on Amazon Business or by notifying your account administrators. YOUR
CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THE AGREEMENT
CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO
ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM
USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.
11. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement
between us and you. We will not be bound by any term, condition, obligation, or other provision
which is different from or in addition to the provisions of the Agreement or which may be in any
order, receipt, acceptance, confirmation, correspondence or other document, including
informational forms we complete, sign or otherwise provide to you for your convenience.
12. TERM; TERMINATION. This Agreement takes effect when you create a Business Account
and continues in effect until you or we terminate it. We may terminate the Agreement by
providing notice to your administrators. We reserve the right, in our sole discretion, and with or
without notice unless required by applicable law, to refuse service; remove or edit content;
modify, suspend or discontinue the availability of any features, products, or services; terminate
your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may
choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may
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terminate the Agreement by giving us notice and closing your Business Account and each User
Account. Upon termination, all rights and obligations under the Agreement automatically
terminate except for rights of action occurring prior to termination, payment obligations, and
Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.
13. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the
right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or
other proprietary rights or material, or to use any of our patents, except as expressly permitted in
writing by Amazon. Please see the Amazon Business Help Pages
for further detail on Amazon
owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the
use of your intellectual property rights by third parties.
14. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your
access and use of Amazon Business and all features and software (including any updates or
upgrades to the software) and any related documentation we make available to you in connection
with Amazon Business (the “Amazon Software”). Subject to your compliance with the
Agreement and your payment of any applicable fees, Amazon or its content providers grant you a
limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon
Business and Amazon Software. You may not use data mining, robots, or similar data gathering
and extraction tools in connection with Amazon Business, nor may you download or copy
Amazon Business information, including any collection of product listings, descriptions, reviews,
or prices without our consent or for the benefit of another merchant. The following terms apply to
your use of Amazon Software.
14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of
enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate
any portion of the Amazon Software into other programs or compile any portion of it in
combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise
rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell,
assign any rights to, or license the Amazon Software in whole or in part (including any features of
Amazon Business). All software used in Amazon Business is the property of Amazon or its
software suppliers and is protected by U.S. and international copyright Laws. You may not make
any derivative use of Amazon Business without the express written consent of Amazon.
14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using
the services of one or more third parties, such as a wireless carrier or a mobile software provider.
Your use of these third party services may be subject to the separate policies, terms of use, and
fees of these third parties.
14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper
with, or bypass any security associated with the Amazon Software, whether in whole or in part.
14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time
and without notice to you.
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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the
Amazon Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S.
Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon
Software are the same as the rights we grant to all others under this Agreement.
14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement
are reserved and retained by Amazon or its licensors, suppliers, publishers, rights holders, or
other content providers. The licenses granted by Amazon terminate if you do not comply with the
Agreement.
14.7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or
third-party terms applicable to any portion of Amazon Software, such as open-source license
terms or specific product feature restrictions that are conveyed to you in the feature experience,
such other terms will control as to that portion of the Amazon Software and to the extent of the
conflict.
15. MISCELLANEOUS.
15.1. Suggestions. If you make any suggestions about Amazon Business or the features
(including any related technology), we will be free to use, disclose, reproduce, modify, license,
transfer and otherwise distribute, and exploit any of the foregoing information or materials in any
manner.
15.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of
substantially all of your assets (in which cases you must promptly provide written notice
following assignment), you may not assign the Agreement without our prior written consent.
Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against
the parties and their respective successors and permitted assigns.
15.3. Severability. If any provision of this Agreement is deemed unlawful, void, or for any
reason unenforceable, then that provision will be deemed severable from this Agreement and will
not affect the validity and enforceability of any remaining provisions.
15.4. Waiver. Our failure to enforce your strict performance of any provisions of this Agreement
will not constitute a waiver of our right to enforce such provisions or any other provision of this
Agreement subsequently.
15.5. Conflicts. In the event of any conflict between the Agreement and the Policies, the
Agreement will prevail. In the event of any conflict between the Agreement and the Feature
Terms, the applicable Feature Terms will control.
15.6. Construction. The word "including" will be interpreted without limitation when used in
this Agreement.
15.7. Notices. You consent to receive communications from us electronically, including through
e-mails, text messages, in-app push notices, notices and messages posted on Amazon Business or
in your Message Center and other communications made available to you on a desktop or mobile
device. You agree that all agreements, notices, disclosures, and other communications that we
provide to you electronically satisfy any legal requirement that such communications be in
writing. You may retain copies of all of these communications for your records. We may also
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send you notices at the address provided when registering your Business Account, which you
agree is a proper and valid address for any legal or contractual purpose. If you are sending
Amazon a legal or contractual notice, you must comply with our notice procedures available here
.
AMENDMENT NO. 1 TO AMAZON BUSINESS ACCOUNTS TERMS AND CONDITIONS
This Amendment No. 1 (this “Amendment”) to the Amazon Business Accounts Terms and Conditions,
above and available at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180
(as
updated from time to time, the “Agreement”), between Amazon Services LLC (“Amazon”, “we”, “us”, or
“our”) and the State of Utah (“Customer” or “you”) is effective as of the last date of signature below (the
“Amendment Effective Date”). This Amendment amends the Agreement as stated below. Unless
otherwise defined in this Amendment, capitalized terms have the meanings ascribed to them in the
Agreement. The parties agree as follows:
1. GOVERNING LAW. The Section in the Agreement entitled “GOVERNING LAW” (currently
Section 8.1) is deleted in its entirety.
2. DISPUTES. The Section in the Agreement entitled “DISPUTES” (currently Section 8.2) is deleted in
its entirety.
3. MODIFICATIONS. The Section in the Agreement entitled “MODIFICATIONS” (currently Section
10) is amended by adding the following sentence:
“Notwithstanding this Section 10, no changes or updates to Amazon’s Business Accounts Terms and
Conditions will have the effect of changing the provisions set forth in this Amendment without the
parties’ written agreement in a subsequent amendment.”
4. TERM; TERMINATION. The Section in the Agreement entitled “TERM; TERMINATION”
(currently Section 12) is amended by adding a second paragraph as follows:
“Notwithstanding this Section 12, either party may elect to terminate this Agreement without cause
upon delivery of at least 30 days’ prior written notice to the other party.”
5. AMAZON BUSINESS ANALYTICS. Amazon will provide participating organizations, and other
eligible organizations participating in the cooperative contract (MA3457) access to Amazon Business
Analytics, whereby they can generate reports based on their purchase activity. Amazon Business
analytics functionality includes the ability to customize, view, and download reports, including orders,
returns, and refunds.”
6. LAWS AND REGULATIONS. A new Section 17 is added to the Agreement entitled “LAWS AND
REGULATIONS” that states as follows:
“Amazon represents and warrants that it will comply with all applicable laws, rules, and regulations
in the performance of the Agreement.”
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7. FEDERAL FUNDS CERTIFICATIONS. A new Section 18 is added to the Agreement entitled
“FEDERAL FUNDS CERTIFICATIONS” that states as follows:
“18.1. Debarment. Amazon certifies that neither it nor its principals is currently in a state of
debarment, suspension, or other ineligible status as a result of prior performance, failure,
fraud, or violation of laws. Amazon further certifies that neither it nor its principals is debarred,
suspended, otherwise excluded from or ineligible for participation in Federal assistance
programs. You may terminate this Agreement if knowledge of debarment, suspension or other
ineligibility has been withheld by us.
“18.2 Lobbying. Amazon certifies, to the best of its knowledge and belief, that:
(A) No Federal appropriated funds have been paid or will be paid, by or on behalf of us, to
any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement;
(B) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, it will complete and submit Standard Form-LLL.
(C) This Agreement is a material representation of fact upon which reliance was placed when
this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352.
Any person who fails to file the required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each such failure.
8. ENTIRE AGREEMENT. Except as amended by this Amendment, the Agreement remains in full
force and effect. This Amendment, together with the Agreement as modified by this Amendment: (a)
constitutes the exclusive and complete agreement between the parties; and (b) supersedes all prior
agreements and understandings between the parties with respect to the subject matter hereof.
9. CONFLICTS. In the event of any conflict between the Agreement or any other applicable terms,
conditions, policies, limitations, and requirements on the Amazon.com website and this Amendment,
precedence will be as follows: (a) this Amendment; (b) the Agreement; and (c) the Amazon Business
Acceptable Use Policy, and any other applicable terms, conditions, policies, limitations, and
requirements on the Amazon.com website.
10. COUNTERPARTS AND DELIVERY. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original and all of which taken together will be deemed
to constitute one and the same document. The parties may sign and deliver this Amendment by
electronic means.
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Attachment B
Online Marketplace Scope of Work
Background:
This contract is in place in order for end users to receive access to the Contractors Online
Marketplace. This contract utilizes a dynamic pricing structure in which the price for items is
what is currently listed on the digital marketplace and is driven by the market. The State is
seeking to provide users with access to and use of an online digital marketplace to purchase of
goods and services that may be used routinely and needed quickly to address the everyday needs
of public entities, schools, and universities.
Categories:
The contract includes four (4) awarded categories. This contract may only be used to
purchase items that fall within the category/categories below. The items listed in each category
are not restrictive or exhaustive but included to provide a general description of products and
supplies that may be included. While all items described are available through an award contract,
the State and Participating Public Agencies may choose to limit which categories their end users
have access to:
1)
Education-Based Accessories, Display, Products and Related Supplies
a) Items related to products and supplies used in an education-based setting which may
include but is not limited to: animal and pet supplies, art supplies, craft products,
books, lesson plans and curriculum, school equipment, white boards, blackboards,
teaching material, and other related products.
2)
Information Technology-Peripheral Devices and Related Products
a) Product-based supplies and solutions that involve information technology peripheral
devices which may include but is not limited to: mouse, copiers, printers, cameras,
video cameras, microphones, speakers, keyboard, multifunction printers, scanners,
plotters, and other related items. Items in this category should not connect to a user’s
network.
3)
Maintenance, Repair and Operations Products (MRO)
a) Product-based items related to the maintenance, repair, and/or general operations that
include but is not limited to: building materials, hardware, cabinets, motors, pumps,
paints and coatings, plumbing equipment, power tools, windows, doors, cleaning
products (to include green and dye-free), carpet care products and supplies, restroom
care products and supplies, waste receptacles and liners, industrial tools and supplies
(such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes, and
related supplies.
4)
Office-Based Accessories, Décor, Products, and Related Supplies
a) Items that could be utilized in an office-like setting and used on a semi-regular basis
which may include but is not limited to: binders, folders, filing materials, storage,
DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED
CC MISC 00427123 2020 TR
calendars, paper (copy, printer, photo, and presentation), notebooks, labels, post-it
notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips,
scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens,
pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall
décor, display cases, area rugs, mats, and other office related products.
Contract Deliverables:
Contractor will provide the following deliverables for the contract:
Online Marketplace: Contractor will provide access and use to a digital marketplace for
users of this contract to order goods and services through.
Digital Analytics: Contractor will provide some form of data analytics.
Ability to Restrict Categories: Contractor will provide the ability to restrict certain items
(IT, furniture, etc.) as designated by participating end users as needed by each end users laws
and applicable rules. Some of these features and tools are only available with Business Prime.
Dynamic Pricing:
The Amazon Business uses dynamic marketplace pricing. This contract will not need to be
amended when prices fluctuate.
Cooperative Agreements:
Utilization of the Contract by OMNIA Partners’ participating agencies will be at the
discretion of the individual participating agency. Any modifications agreed to by participating
agency and Contractor may not expand upon the Scope of Work in the Master Agreement and
are exclusively between the participating agency and the Contractor.
