AMENDMENT 3 CONTRACT RENEWAL TO Alternate Contract Source Agreement: ACS Commercial Off-the-Shelf Software

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2 AMENDMENT 3 CONTRACT RENEWAL TO Alternate Contract Source Agreement: ACS Commercial Off-the-Shelf Software This Amendment, effective as of the last date signed below, is by and between the State of Florida, Department of Management Services (Department), Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida , and SHI International Corporation, (Contractor), and amends State Term Contract No ACS (Contract). Department and Contractor are collectively referred to herein as the Parties. The parties hereto agree to amend the contract as follows: 1.0 CONTRACT RENEWAL The Department hereby executes its renewal option for a one-year period pursuant to Section (13), Florida Statutes. The new contract expiration date shall be May 01, WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party. 3.0 REPLACEMENT CONTRACT. A replacement contract may be established for these services prior to the expiration of this renewed contract. The replacement contract shall supersede and cause early termination of this renewed contract number CONFLICT To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract, or as previously amended, remain in full force. State of Florida, Department of Management Services SHI International Corporation By: Name: _Kelly Loll Chief Procurement Officer and Title: Director of State Purchasing Date: By: Name: Title: Date:

3 AMENDMENT 2 TO Alternate Contract Source Agreement: ACS Commercial Off-the-Shelf Software This Amendment, effective as of the last date signed below, is by and between the State of Florida, Department of Management Services (Department), Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, Florida , and SHI International Corporation, (Contractor), and amends State Term Contract No ACS (Contract). Department and Contractor are collectively referred to herein as the Parties. The parties hereto agree to amend the contract as follows: 1.0 REPORTING REQUIREMENTS Amendment 1 reporting requirements are revised to remove the requirement to report NIGP (National Institute of Governmental Purchasing) codes for all quarterly sales reports. The quarterly sales report (Attachment A) is revised to reflect this change. 2.0 WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party. 3.0 CONFLICT To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract, or as previously amended, remain in full force. State of Florida, Department of Management Services By: Name: _Kelly Loll Chief Procurement Officer and Title: Director of State Purchasing Date: SHI International Corporation By: Name: Title: Date:

4 AMENDMENT NO. 1 To Alternate Contract Source ACS Microsoft License, Maintenance, & Services This Amendment No. 1 ( Amendment ), effective as of May 2, 2012, to the Commercial Off-The-Shelf Software (COTS) Alternate Contract Source No ACS ( Contract ) effective between the State of Florida, Department of Management Services ( Department or Customer ) and SHI International Corporation ( Contractor ). Department and Contractor are collectively referred to herein as the Parties. All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein. WHEREAS the Contract was originally entered on September 21, 2009 with Contractor for the provision of Commercial Off-The-Shelf Software, and is scheduled to expire on May 1, 2012; and WHEREAS in accordance with Section 1.4 of the State of Arkansas Term Contract No , upon mutual agreement and renewal of the contract by the State of Arkansas Office of State Procurement, the Customer and the Contractor may renew the Contract, in whole or in part, on a year-to-year basis, or a portion thereof, for up to three (3) additional one year terms or a portion thereof; and 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 to the following: 1.0 Contract Renewal. The Department hereby executes its renewal option pursuant to the provision of Section 1.4 of State of Arkansas Contract No , the price sheets attached to the Contract, and in accordance with Section (13), Florida Statutes, for one year and is hereby renewed effective May 2, 2012 through May 1, Reporting Requirements. Section 13, of Contract No ACS, is superseded and entirely replaced with the following: 13. Sales Summary Reports Each Contractor shall submit a sales report on a Quarterly basis. Reporting periods coincide with the State Fiscal Year: Quarter 1- (July September) Quarter 2 - (October December) Quarter 3 (January March) Quarter 4 - (April June) Each Quarterly Sales Report must be in Excel format and shall include: Contractor s Name and contact information as required on the Department of Management Services Contract Quarterly Report Detail of time period covered by included data

5 Total sales including detail of list price and contract price Transaction detail will include: Part Number/SKU Your product part number if applicable Item / Service Name Given name of Item or Service MFG Manufacturer, Publisher, Service Provider Description of the product category, according to attached Item Category table Item Subcategory Additional grouping for item Product Description Additional detail for item State Agencies, Universities, Political Subdivisions, Other Customer Name Eligible Users NIGP Code National Institute of Government Procurement code Florida Commodity Code Florida Commodity Code UOM Unit of Measure UOM Desc Description of unit of measure (see example) Volume Qty Number of items/services purchased/provided Order Date Order date Date Delivered Delivered date to customer Purchase Type Purchase Order, Payment Card, Other List Price List price (Market + fee contracts use market price) Contract Price Contracted price with state per contract terms Any new information related to your company's Additional Fields products/services Failure to provide quarterly and annual sales reports, including no sales, within thirty (30) calendar days following the end of each quarter (January, April, July and October) and/or contract year may result in the contract supplier being found in default and cancellation of the contract by the Department. Upon request, the Contractor shall report to the Department, spend with certified and other minority business enterprises. Reports must include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this contract. Initiation and submission of the Contract Sales Summaries are to be the responsibility of the Contractor without prompting or notification by the Contract Manager. The Contractor will submit the completed Contract Sales Summary forms by to the Contract Manager. 3.0 Employment Verification. Pursuant to State of Florida Executive Orders Nos.: and , Contractor is required to utilize the U.S. Department of

6 Homeland Security s E-Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the state contract utilize the E- Verify system to verify employment of all new employees hired by the subcontractor during the contract term. 4.0 Scrutinized Company List. In executing this contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section , Florida Statutes. Pursuant to section (5), F.S., Contractor agrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the contract. 5.0 Preferred Pricing. The Contractor agrees to submit to the Department, at least annually, an affidavit from an authorized representative attesting that the Contractor is in compliance with the preferred pricing provision in Section 4(b) of form PUR Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. 7.0 Effect: Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. 8.0 State of Florida Form PUR1000: The terms and conditions of Form PUR1000 are incorporated by amendment to this Contract. State of Florida, Department of Management Services: By: Name: Kelly Loll, C.P.M. Chief Procurement Officer & Title:_ Director of State Purchasing Date: SHI International Corporation: By: Name: Title: Date: Approved as to form and legality By: Office of the General Counsel Department of Management Services Date

7 ACS Agreement No ACS Commercial Off-The-Shelf Software (COTS) ALTERNATE CONTRACT SOURCE AGREEMENT FOR USE BY ALL ELIGIBLE USERS TERMS AND CONDITIONS The State of Arkansas, Office of State Procurement has granted the State of Florida permission to use Arkansas Software LAR Contract number SP This contract is for commercial off the shelf software and includes all software products available within each publisher s line. The Arkansas contract includes nine software publishers; however, only the following six software publishers shall be adopted for use in this ACS by the State of Florida: Adobe Corel McAfee Oracle Symantec Trend Micro The sole large account reseller award was made to SHI International Corp.. Pursuant to Section (16) Florida Statutes (2008), the Department of Management Services ("DMS") has evaluated the contract attached hereto as Exhibit A (the "Contract") and has determined that it is cost-effective and in the best interest of the state to allow eligible users ("Buyers") to enter into transactions with the Contract vendor ("Vendor" or Contractor ). The terms and conditions contained in this Alternate Contract Source Agreement ( Agreement ), Exhibit A contain links to the Price Sheets and all related license documentation, and the Terms and Conditions of the Contracts that shall apply to all transactions between the Vendor and a Buyer. 1. This Agreement shall become effective the last date signed below, and shall expire on May 1, 2010, unless terminated earlier. DMS reserves the right to cancel this contract at any time by giving 30 day written notice to the Vendor. 2. Exclusions: a. Any computer software, equipment, peripherals, and related services which are available under any State Term Contract managed by the Department of Management Services for the State of Florida must be acquired under the State Term Contract, and must be deleted from price list available for this ACS agreement. 3. In order to procure commodities or services hereunder, Buyers shall issue purchase orders referencing this Agreement. Buyers are responsible for reviewing the terms and conditions of this Agreement and the Contract attached as Exhibit A. The governmental entity that

8 originally procured the underlying Contract is not a party to this Agreement or any purchase order issued by a Buyer hereunder. 4. In order to complete any transaction between a Buyer and the Vendor, the Vendor must be registered in MyFloridaMarketPlace. Rule 60A-1.031, Florida Administrative Code (F.A.C.), is hereby incorporated by reference. All transactions are subject to a transaction fee of 1.0% pursuant to the rule. 5. The provisions of section (1) (a), (c), and (f), F.S., are hereby incorporated by reference. If the transaction involves contractual services, the provisions of (1)(b), (d), and (e), F.S. are also incorporated by reference. 6. The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. The Vendor shall comply with section , F.S. and , F.S., prohibiting use of funds to lobby the Legislature, Judiciary, or State agencies. 7. The Vendor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, the Vendor shall comply with section 247A(e) of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran s status. 8. Interest penalties for late payment are available subject to the provisions of section , F.S. A Vendor Ombudsman, whose duties include acting as an advocate for Vendors who may be experiencing problems in obtaining timely payment(s) from a state agency may be contacted at or by calling the Florida Department of Financial Services Consumer Hotline, The exclusive venue of any legal or equitable action that arises out of or relates to this Agreement or the Contract shall be the appropriate state or federal court in Leon County, Florida; in any such action, Florida law shall apply, and the Vendor waives any right to jury trial that it may have. 10. All transactions are subject to the terms of the following documents, which, in case of conflict, shall have the order of precedence listed: This Agreement; The Contract referenced in Exhibit A. 11. Changes to the following information do not require a formal contract amendment and may be authorized by the Department's Contract Administrator: Price Sheets Ordering Instructions Authorized Resellers DMS Contract Administrator 12. Quarterly sales reports must be submitted by the awarded contract vendors to the contract manager using the STC Quarterly Sales Report form as follows: Q1 July 1 Sept. 30 (due October 15)

9 Q2 Oct 1 Dec. 31 (due Jan. 15) Q3 Jan 1 Mar 31 (due Apr 15) Q4 Apr 1 June 30 (due July 15) Agreed and Approved by: State Purchasing Department of Management Services Signature: Printed Name: Date: SHI International Corp Contract Vendor Signature: Printed Name: Date: Approved as to form and legality by the Department General Counsel s Office: Exhibit A CONTRACT & PRICE SHEETS The following Arkansas Software LAR Contract #SP is hereby incorporated as Exhibit A to this agreement. Contract and Price Lists:

10 Arkansas Contract: Follow in Hard Copy State of Florida Pricing: Follow in Hard Copy (THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)

11 Direct Orders from Autonomic Resources Ordering Instructions ALL ORDERS SHOULD BE DIRECTED TO: SHI International Corp. SPURS VENDOR NUMBER: SEQUENCE NUMBER: VENDOR: STREET ADDRESS OR P.O. BOX: CITY, STATE, ZIP: TELEPHONE: FAX NUMBER: CONTRACT ADMINISTRATOR FOR ANY QUESTIONS, SUGGESTIONS, OR CONTRACT SUPPLIER PROBLEMS WHICH MAY ARISE SHALL BE BROUGHT TO THE ATTENTION OF: Lori Potts PHONE: (850) (THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)