Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.
Seller Deliverables Subject to the terms hereof, the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instruments:
(i) subject to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent;
(ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate);
(iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative;
(iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx;
(v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx;
(vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity;
(vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid;
(viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company;
(ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of such Seller;
(x) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Parent to remain in office, if any;
(xi) appropriate documents reasonably requested by Parent with respect to the transfer or establishment of bank accounts, signing authority, etc.;
(xii) evidence reasonably satisfactory to Parent that the agreements between the Company and any Seller or any affiliates of any Seller listed on Schedule 2.3(d)(xi) have been terminated;
(xiii) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(d)(xii);
(xiv) evidence that the Company has obtained and paid for the Tail Policy;
(xv) a certificate of the Company certifying that the conditions set forth in Sections 9.3(a) and (c) have been satisfied, dated as of the Closing and signed on behalf of the Company by a duly authorized officer of the Company;
(xvi) a certificate of each Seller who is claiming an exemption from tax withholding under Section 1445 of the Code certifying that such Shareholder is not a foreign person (which certificate shall be in the form set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)); and
(xvii) such other documents relating to the transactions contemplated by this Agreement as Parent may reasonably request.
Closing Deliverables At the Closing:
(i) Each Seller will deliver to Buyer either (i) the certificates representing all of the Shares owned by such Seller, duly endorsed in blank or with appropriate stock powers with respect thereto duly endorsed in blank, or (ii) if such certificates are not available at Closing, stock powers for such unavailable certificates, duly endorsed in blank. All certificates will be delivered to Buyer no later than ten (10) days following the Closing. If any certificates cannot be located, such Seller will deliver to the Buyer, no later than ten (10) days following the Closing, an affidavit of such Seller reasonably satisfactory to Buyer stating that the certificates representing all of the Shares owned by such Seller have been lost, stolen or otherwise cannot be located.
(ii) The Company will deliver to Buyer evidence that the officers and directors of the Company in office immediately prior to the Closing have resigned as officers and directors of the Company effective as of the Closing, unless otherwise requested by Buyer; excluding Jxxxxx Xxxxxxxxx, who shall have entered into an employment agreement with the Company.
(iii) The Company will deliver to Buyer evidence that the Shares can be transferred from the Sellers to Buyer free from any rights of first refusal, registration rights, rights of co-sale or other restrictions or conditions relating to transfer of the Shares.
(iv) The Company will deliver to Buyer evidence that all options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock have been terminated.
(v) The Company will deliver to Buyer a Release Agreement in the form of Exhibit B duly executed by each Company Equityholder who is not also a Seller.
(vi) The Company will deliver to Buyer a certificate executed by the authorized person of the Company certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and shareholders of the Company authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer.
(vii) The Company will deliver to Buyer a certificate of the State of Delaware dated reasonably close to the Closing Date, as to the legal existence and good standing of Company in Delaware.
(viii) The Trust will deliver to Buyer its duly executed governing instrument(s).
(ix) The Trust will deliver to Buyer a certificate executed by its trustee, certifying the satisfaction by the Company of the conditions specified in Section 5 and certifying as to the truthfulness, completeness and accuracy of attached copies the Trust Documents (as defined below) authorizing this Agreement and the transactions contemplated hereby; and such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the Stock Purchase by Buyer.
(x) Buyer shall issue and deliver to the Trust for the benefit of the Sellers the Equity Consideration.
Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.
Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).
