Att G - Tapfin-Supplier Agreement.docx

PARTICIPATION AGREEMENT

For Small Apps Contract This Vendor Management Services Program Participation Agreement (the “Participation Agreement”) is between TAPFIN Process Solutions, a Manpower Group company (“TAPFIN”)with its principal place of business located at 100 Manpower Place, Milwaukee, Wisconsin 53212, and ____________________________________________________________________________________ Job Order Contractor or Supplier of Project Services(“Supplier”), having an office located at ___________________________________________________________________________________.

Whereas, the State of South Carolina (“the State”) and Supplier have entered into a contract arising out of State of South Carolina Solicitation No. 5400020845, entitled Small Software Applications Development (hereinafter "Small Apps Contract"), under which the Supplier agrees to perform certain services for the State;

Whereas, the State has entered into a contract with TAPFIN to assist the State with administration of the Small Apps Contract as the Vendor Manager, the State's contract with TAPFIN is entitled "Managed Service Provider/Vendor Mgr.", bears Contract No. 4400010842, and was awarded as a result of Solicitation No. 5400005998 (hereinafter "VMS Contract").

Whereas, TAPFIN and Supplier intend to establish the term and conditions of their relationship with this Participation Agreement, but do not intend to make TAPFIN a party to the Small Apps Contract or make Supplier a party to the VMS Contract.

Under the terms and conditions of this Participation Agreement, TAPFIN and Supplier agree to certain terms and conditions. In the event of a conflict between the State’s contract with either TAPFIN or the Supplier and this Participation Agreement, the terms and conditions of the applicable State’s contract shall prevail.

In consideration of the mutual promises and covenants herein contained, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Vendor Management Services Program - Background

The State has chosen to use a third party to serve as a provider of administrative services to assist with the management of the acquisition process for obtaining the services of contractors to provide certain software development services through a vendor management services program (the “Vendor Management Services Program” or “VMS Program”). The third party administrator designated by the State shall be TAPFIN.

2. Supplier’s Participation in the VMS Program

2.1 Supplier shall commence its VMS Program enrollment request by submitting to TAPFIN a copy of this Participation Agreement executed by an authorized representative of Supplier, along with copies of such company/corporate documents requested by TAPFIN in the communication that accompanied the form of this Participation Agreement as received by Supplier and completed/executed copies of the Exhibits B & C to this Participation Agreement. Once Supplier has submitted all requested documentation, TAPFIN shall promptly assist ITMO in the review of the same and shall notify Supplier when ITMO has approved Supplier as a participant in the VMS Program or that such approval is pending or has been denied. If Supplier is approved by ITMO as a participant in the VMS Program, TAPFIN will return to Supplier a fully executed copy of this Participation Agreement.

2.2 As provided in the Small Apps Contract, Using Governmental Units (“UGU”) will submit on-line Job Order Requests (“JORs”) to request Job Order Quotes (“JOQs”) from all or specific suppliers. The JORs will be distributed to the suppliers electronically, utilizing a web-based application (the “VM Software”) hosted and maintained by TAPFIN or its third party services provider and utilized by the parties in connection with the VMS Program. Currently, the VM Software utilized by the parties in connection with the VMS Program is the Beeline application provided by Beeline.com (“Beeline”). Once a Supplier has been designated as an approved participant in the VMS Program, it will be eligible to receive JORs to which it may respond utilizing the VM Software. Upon receipt of JOQs from suppliers responsive to the JORs, and after a selection process, the UGU will submit a proposed Job Order through the VM Software to the supplier that submitted the proposal selected.

2.3 Supplier shall comply with the reasonable administrative processes and procedures regarding participation in the VMS Program posted from time to time on the VMS Program and/or the State’s website, which will be accessible via the Internet at the URL to be provided to Supplier by TAPFIN and/or by the State.

3. Use of the VM Software for Electronic Processing

3.1 All invoices for work performed by a Supplier pursuant to a Job Order will be submitted on-line through the VM Software and must be based on the pricing and deliverables data entered into the VM Software for the specific Job Order. Upon the completion of a deliverable as set forth in the Job Order, Supplier will use the VM Software to notify TAPFIN that a deliverable has been completed (“Completed Deliverable”). TAPFIN will notify the applicable UGU of the Completed Deliverable electronically via the VM Software and will submit a request to the appropriate manager, or other approving authority of the UGU for approval thereof. The UGU will confirm completion of the Completed Deliverable (the “Confirmed Completed Deliverable”) to TAPFIN using the VM Software or will notify TAPFIN that it does not consider the Completed Deliverable to be complete.

3.2 At the end of each week a weekly electronic invoice file (“Electronic Invoice”) will be generated by the VM Software and will be made accessible for download to TAPFIN, ITMO, and each UGU (as applicable), and emailed by TAPFIN to each applicable UGU of the State, for each Confirmed Completed Deliverable approved that week. For the purposes of this Section 3.2, a “week” shall be Monday through Sunday. The Electronic Invoice will be payable by the UGU to TAPFIN. Reimbursable expenses, if any, shall be authorized in writing by a UGU prior to being incurred and are submitted for payment through the same authorizing UGU and not through the VM Software.

4. Payment of Invoices

4.1 TAPFIN will pay Supplier, on behalf of the State, amounts due under the Small Apps Contract for Confirmed Completed Deliverables and/or (if applicable) expenses within three (3) business days of TAPFIN’s receipt of the State’s payment of an Electronic Invoice, to the extent that such payment includes amounts for such Confirmed Completed Deliverables and/or expenses and net of the fees described in Section 6 below. Payments disbursed to Supplier by TAPFIN hereunder will be via electronic funds transfers unless otherwise requested by Supplier.

4.2 Supplier acknowledges and agrees that it is entitled to compensation only for services and expenses hereunder to the extent that TAPFIN has received payment from the State for same. Supplier further acknowledges and agrees that if the State refuses or fails to pay TAPFIN for Supplier’s services or expenses, TAPFIN shall have no liability whatsoever provided that the State’s refusal or failure is not due to TAPFIN’s negligence, willful misconduct or breach of its obligations under the VMS Contract. Upon written demand from TAPFIN, Supplier will refund to TAPFIN any payments previously made for the services or expenses for which: (i) the State demands a refund from TAPFIN based on Supplier’s breach of any terms or conditions of this Participation Agreement or the Small Apps Contract; and/or (ii) TAPFIN refunds amounts claimed to be preferential payments made by the State prior to a State bankruptcy.

4.3 TAPFIN may set off against any and all amounts otherwise to be paid to Supplier hereunder against any and all amounts claimed in good faith to be owed to TAPFIN or the State by Supplier under this Participation Agreement or under the Small Apps Contract provided that TAPFIN gives Supplier prior written notice, which notice may be via email.

4.4 If TAPFIN fails to pay Supplier for any services for which the State has paid TAPFIN, Supplier may pursue a claim against TAPFIN for any and all remedies available to it under the law as to such amounts actually paid to TAPFIN by the State. TAPFIN will indemnify the State and hold it harmless, without limitation of any kind, for any claim against the State by Supplier for funds paid to TAPFIN and not paid to Supplier.

4.5 For avoidance of doubt, TAPFIN acknowledges that the parties intend that all funds the State pays to TAPFIN for the Electronic Invoices (to the extent reflecting services provided by Supplier) will be used by TAPFIN to pay the State’s obligations to Supplier, excepting amounts attributable to the administrative and processing fee set forth in the State’s contract with TAPFIN. TAPFIN will not assert any right or claim of any kind to any of the State’s payments (other than amounts described in the foregoing sentence, or divert any payment due to Supplier (except as set forth in Section 4.3 above), including, but not limited to, asserting a claim of right to use any payment as an offset to satisfy any claim TAPFIN may assert against Supplier for any obligation that Supplier may have to TAPFIN unrelated to the MSP Program. Violation of this provision is a material breach of this Participation Agreement and the VMS contract. In addition to all other rights the State may assert with respect to TAPFIN’s material breach, TAPFIN will promptly, as directed by the State (a) pay to Supplier, or (b) repay to the State all amounts improperly withheld from Supplier, along with all of the State’s costs of investigation and recovery of the improperly withheld funds.

4.6 TAPFIN will assist in resolving any billing issues between Supplier and the State.

5. Additional TAPFIN Services

Supplier shall cooperate with TAPFIN so that TAPFIN may provide the VMS Program to the State as follows:

5.1 TAPFIN will serve as a resource to the State and Supplier by, among other things, assisting in the completion and review of JORs, posting JORs to the VM Software, reviewing JOQs at the State’s request, forwarding JOQs to procuring managers for review, providing feedback and interfacing with the State and agencies and procuring managers throughout the acquisition process.

5.2 The Beeline VMS will be utilized by TAPFIN for the acquisition, tracking, reporting and billing of services for the State. TAPFIN will provide Supplier with passwords and access, and on-line instructions, procedures and contacts to the Beeline VMS for such purposes.

5.3 TAPFIN may develop, in conjunction with the State, performance metrics for Supplier, and will communicate metrics and objectives to Supplier, and track and report on Supplier’s performance on a regular basis. TAPFIN will also be conducting semi-annual reviews with Supplier on its performance.

5.4 TAPFIN will coordinate on behalf of the State all interactions between Supplier and the State’s procuring managers concerning invoicing and payment for Completed Deliverables under the Job Orders.

5.5 TAPFIN also will communicate on a regular basis with Supplier regarding any issues or failures to comply with the requirements in the Small Apps Contract and/or this Participation Agreement. At the State’s request, TAPFIN may take actions as deemed necessary to suspend or eliminate Supplier from the VMS Program. In such cases, Supplier will be notified in writing by TAPFIN. If suspended from the VMS Program, Supplier will then cease to be advised of any new JORs for such time as directed by the State.

6. Fees

Supplier agrees that all payments made to it for services provided under the Small Apps Contract (excepting payments for reimbursable expenses) shall be net of an administrative services, payment processing, and software access fee equal to 2.45% of amounts invoiced by Supplier (the “VMS Program Fees”). Supplier acknowledges and agrees that TAPFIN will retain the VMS Program Fees from payments received from the State and from such retained VMS Program Fees will pay Beeline and the State for their respective portions thereof, if any.

7. Term

This Participation Agreement will be effective as of _________, and will remain in effect during the term of the Small Apps Contract unless terminated upon written notice to Supplier by TAPFIN or the State. In addition, this Participation Agreement will be deemed terminated if either the Small Apps Contract or VMS Contract is terminated or otherwise ends for any reason.

8. Confidentiality

8.1 For purposes of this Participation Agreement, "Confidential Information" shall mean information, data or material deemed proprietary by Supplier and which is not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to Supplier. Confidential Information also includes any information described above which Supplier obtains from another party and which Supplier treats as proprietary or designates in writing as Confidential Information, whether or not owned or developed by Supplier. Confidential Information includes, but is not limited to, any of the following types of information and other information of a similar nature (whether or not reduced to writing): price lists, pricing, pricing policies and financial information, names and information regarding Supplier, its employees or its consultants. Confidential Information shall further include data regarding business practices, pricing, product philosophy, position relative to competitors, and review of actual deliverables of projects. TAPFIN may not be provided with any information or data not essential to providing TAPFIN’s services to Client under the VMS Contract.

8.2. All Confidential Information in TAPFIN's possession, whether or not authorized, and whether or not provided by Supplier or State, shall be held in strict confidence by TAPFIN, and TAPFIN shall take all steps reasonably necessary to preserve the confidentiality thereof. TAPFIN shall not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Confidential Information to any person, or permit any person to have access to or possession of any Confidential Information. TAPFIN shall limit its use of and access to Confidential Information to only those of its employees whose responsibilities require such use or access for providing of TAPFIN’s services to the State under the VMS Contract. TAPFIN shall advise all such employees before they receive access to or possession of any Confidential Information, of the confidential nature of the Confidential Information and require them to abide by the terms of this Agreement. Without limiting the generality of the foregoing, TAPFIN specifically agrees that TAPFIN may not provide any Confidential Information to any affiliate of TAPFIN. TAPFIN may provide Confidential Information to the State to the extent that such is necessary in connection with providing services to the State under the VMS Contract.. TAPFIN shall not assign any employee or consultant that has been provided access to Confidential Information to provide services similar to the services provided by Supplier to the State to a TAPFIN affiliate. TAPFIN shall be liable for any breach of this Agreement by any of its employees, affiliates or any other person who obtains access to or possession of any Confidential Information from or through TAPFIN. Notwithstanding anything to the contrary in this Participation Agreement, Supplier agrees that TAPFIN shall have the right to use the Program Information for the purpose of creating a VMS Program database in the Application or in another TAPFIN owned or licensed application and Supplier hereby grants to TAPFIN a worldwide, non-exclusive, royalty-free license to use, translate, restructure, make derivative works of, copy, display, and distribute the Program Information solely in connection with TAPFIN’s VMS Services to the State in support of the VMS Program. Notwithstanding the foregoing and any other provision in this Participation Agreement to the contrary, Supplier further acknowledges that TAPFIN may use the Program Information for any lawful business purpose, provided, however, that TAPFIN will not disclose any aspect of the Program Information to a third party and will keep such in confidence (other than the Application licensor or the State), unless such Program Information is in aggregate and anonymous form with other parties’ data, and thus no aspect or attribution of the Program Information can be inferred by such third party from such aggregate form disclosure. “Program Information” means all transactional data provided to TAPFIN or entered into the Application regarding the Services managed through the VMS Program.

9. Terms of Access to and Use of the Software

Supplier’s access to and use of the Software shall be pursuant to the Beeline Access Terms Agreement presented at the initial login, a current copy of which is attached hereto and made a part hereof as Exhibit A. With prior written approval from the State of South Carolina, Beeline reserves the right to modify Access Terms and present the revised terms at next login as may be required.

10. General

This Participation Agreement (including Exhibit A) constitutes the entire agreement between the parties with respect to its subject matter. Except as specifically modified herein, all terms and conditions of the Small Apps Contract and the VMS Contract shall remain unchanged and in full force and effect. Defined terms as used hereunder shall have the same meanings as in the Small Apps Contract and/or the VMS Contract unless otherwise set forth herein. This Participation Agreement may be amended only by written agreement of the parties which is signed by authorized representative of the parties except as otherwise specifically provided for herein. Should any provision of this Participation Agreement be held invalid or unenforceable, such invalidity will not invalidate the whole of this Participation Agreement, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Participation Agreement will remain in full force. Waiver by a party of the breach of any provision of this Participation Agreement by another party will not operate or be construed as a waiver of any subsequent, similar or other breach by the breaching party. This Participation Agreement may be executed in any number of counterparts, each of which will be an original as against any party whose signature appears thereon and all of which together will constitute one and the same instrument. The captions and headings appearing in this Participation Agreement are for reference only and will not be considered in construing this Participation Agreement. As used in this Participation Agreement, “including” means “including without limitation”. This Participation Agreement shall be governed by the laws of the State of South Carolina, without respect to its conflict of law provisions. Supplier may not assign or otherwise transfer this Participation Agreement or rights or obligations hereunder without the prior written consent of the State. The consent by the State of the assignment or transfer of this Participation Agreement shall not operate as consent to any subsequent assignment or transfer.

Supplier:

Printed Name: ____________________________ Signed: _________________________________ Title: ___________________________________

TAPFIN Process Solutions, a ManpowerGroup company (“TAPFIN”)

Printed Name: ____________________________ Signed: _________________________________ Title: ___________________________________

Exhibit B -Supplier Questionnaire

PLEASE NOTE: Direct Deposit is not available if you utilize a funding company or factoring agency.

In the event you use either, live checks will be mailed directly to the funding company or factoring agency. Please contact VendorEnrollment@tapfin.com for further instructions.

For Client-reporting purposes, we collect data on the following Diversity Categories and Subcategories. Please indicate your firms’ applicable category(ies) and submit the corresponding valid and current certificate(s) or proof of registration. If you do not provide us with a certificate or proof of registration, we will not be able to recognize your stated diversity standing. Please note that proof of registration includes SBA Letters and/or printouts from Secretary of State or Federal websites.

You will be notified by TAPFIN at the renewal date and will be required to submit your updated certificate.

Please do not send originals. Scanned versions are fine.

Questions regarding completing this form? Please e-mail them to: VendorEnrollment@tapfin.com

TAPFIN Process Solutions Attn: TAPFIN Vendor Enrollment • 400 Interstate North Parkway • Suite 550 • Atlanta, GA 30339 • eFax: 888-624-8159

Exhibit C - Vendor ACH/ Direct Deposit Set-Up Form Please return completed form to: VendorEnrollment@tapfin.com

PLEASE NOTE: Direct Deposit is not available if your company utilizes a funding company or factoring agency. In the event your company uses either, live checks will be mailed directly to the funding company or factoring agency. Please contact VendorEnrollment@tapfin.com for further instructions.

Remittance Address:

Company Name:

Federal Tax ID Number or VAT Registration Number:

Company Contact and Telephone Number:

Street:

City, State/Province, Zip:

Email Address for Remittance Advice:

ACH/ Direct Deposit Info: (if this section is not completed, paper checks will be issued):

Bank Routing/ ABA# or Bank ID # (Canadian)

Branch ID # (Canadian) Bank Name

Acct. Type (check one) Account #

Checking |_|

Savings |_|

**PLEASE ATTACH ONE OF THE FOLLOWING ACCEPTABLE FORMS OF DOCUMENTATION:

For Checking Accounts:

1. Voided check imprinted with company name.

2. Copy of Bank Account Identification from bank (must show Routing/ABA number and Account number)

For Savings Accounts:

1. Voided Deposit Slip

2. Copy of Bank Account Identification (must show Routing/ABA number and Account number)

I hereby authorize TAPFIN to initiate credit entries into the checking or savings account referenced above.

Direct Deposit Form – rev 09/30/2013

SC Small Apps Participation Agreement last revised Dec 2015 image3.emf image4.emf image5.emf image6.png image7.jpeg image1.emf image2.emf