The URL can be used to link to this page

2070 AXSA Imaging Solutions PBA 18/19-39AXSA Imaging Solutions, Inc. Piggyback And Hybrid Contract (PBA 18/19-39) The City of Sanford ("City") enters this "Piggyback" Contract with Visual Edge, Inc., doing business as AXSA Imaging Solutions, Inc., a Delaware corporate entity ("AXSA"), whose principal address is 3874 Highland Park NW, North Canton, Ohio, 44720 and whose local address is 2100 North Ronald Reagan Boulevard, Suite 1044, Longwood, Florida 32750, authorized to conduct business in the State of Florida (hereinafter referred to as the "Vendor"). The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government or government related contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered contracts as follows: (a). "Assignment Agreement" with the State of Minnesota; and (b). "Participating Addendum" involving the State of Florida; in ,order for the Vendor to provide all goods and services relating to the procurement various copiers and goods and services related thereto, as needed by the City, (said original contracts being referred to as the "original governmental contracts"). (2). Additionally, it is noted that the City and the Vendor are under an agreement pursuant to which AXSA accepted the obligations of relative to the Business Technology Partners, Inc. contract with the City and the City accepted such assignment and allowed AXSA to undertake and perform the obligations of Business Technology Partners, Inc. under the Agreement between the City and Business 1 Technology Partners, Inc. That agreement will still be in place, until terminated, and shall address procurements that occur thereunder. (3). The City may procure goods and services, as appropriate, under any of the aforementioned agreements pursuant to this Agreement and the agreement referenced in paragraph (2) hereof. (4). The original governmental contracts' documents are incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original governmental contracts are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. (5). Notwithstanding the requirement that the original governmental contracts is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original governmental contracts as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). (b). Insurance Requirements of this Contract: (state NIR if this is not applicable). N/A. (c). Any other provisions of the original governmental contracts that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original governmental contracts , 2 the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Marisol Ordonez, Purchasing Manager; Finance -Purchasing Division, City Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, telephone number 407-688-5028, and whose e-mail address is Marisol.ordonez@sanfordfl.gov. (e). Notwithstanding anything in the original governmental contracts to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or goods and services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original governmental contracts to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non- binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). 3 CONTRACTOR/VENDOR HAS QUESTIONS HOUCHIN, • CITY CLERK, CITY OF , • ! CITY HALL, 300 NORTH IT III, I iriii11 i • (II). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored 4 electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (III). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (i). All other provisions in the original governmental contracts are fully binding on the parties and will represent the aqreement between the City and the Vendor. Entered this day of Ypy, 2019. SIGNATURE BLOCKS FOLLOW: Atte,& . Peter Cohn Secretary of Visual Edge, Inc. Attest: MCI, iz.�/l Traci Houchin, City Clerk, CMC, FCRM Approved as to form and legal sufficiency William L. Colbert, City Attorney -n Visual Edge, Inc. By:. Austin E. Vanchieri CEO/Dire;tV " t t Secretary 27 Date: / � City of Sanford By: J V Jeff Trip ybr C, Date: G:> Exhibit "A" [Attach original governmental contracts] NN CII'Y OF WS RM FLORIDASkNFORD Item No. CITY COMMISSION MEMORANDUM 19.127.6 JUNE 10, 2019 AGENDA TO: Honorable Mayor and Members of the City Commission PREPARED BY: Bob Keegan, Network Operations Administra ly SUBMITTED BY: Norton N. Bonaparte, Jr., City Manage SUBJECT: Office Copier/Printer/Fax/Scan/Plotter - hardware lease and service STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of new City office copier, printer, fax, scan, and plotter equipment with a five-year lease and service contract number PBA 18/19-39 is requested. F'ISCALISTAFFING STATEMENT: Funds designated for this expenditure are available in the FY 2019 budget. The service consists of two parts: 1) a five year fixed lease cost, which is the purchase and finance price for 33 new devices. The five year fixed lease cost is $234,610. 2) The service cost, which is variable, cost based on current print usage. The five year projected variable service cost is $85,000. The total projected 5 -year cost to the City is $319,512. Compared to the current lease and service costs, the recommended solution represents an 8% decrease in the cost of this critical service. In addition to cost savings, the new contract will include eight additional devices that include high-end scanners and plotters, which necessitates immediate replacement of existing devices and eFax solution that will replace older fax technology. BACKGROUND: The current lease and service contract is expired. It is five years old and having a negative impact on support and customer down time. Newer equipment and technology will have several benefits, such as performance and stability. Most importantly, new technology will provide a more secure print environment from outside and inside intrusions such as ransomware. With this approval, the City of Sanford will position itself to provide a more secure and a less expensive cost of ownership for print/copy/fax/scan/plotter services. Staff recommends moving forward with a new lease and service contract. NASPO ValuePoint Cooperative Procurement Program- Computer Equipment Master Agreement Administered by the State of Minnesota Master Agreement No. MNNVP-133 -MNWNC-115 Hewlett Packard Company, Master Agreement No. MNNVP-134- MNWNC-115 Hewlett Packard Enterprise hereinafter "Contractor" to and the State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS. LEGAL REVIEW: The City Attorney's office has drafted the assignment PBA Contract No. 18/19-39 and has no legal objection to the procurement. RECOMMENDATION: It is staff's recommendation the City Commission approve the expenditure of $319,512 spread out over five years to Visual Edge of Delaware, Inc., (dba: AXSA Imaging Solutions) for the City's Copier/Print/Fax/Scan/Plotter services. A complete copy of the contract can be viewed in the City Clerk's office. SUGGESTED MOTION: "I move to approve payment in the amount of $319,512 over the next five years to Visual Edge of Delaware, Inc., (dba: AXSA Imaging Solutions, Inc.) for the City's Copier/Print/Fax/Scan/Plotter services. Attachments: AXSA Imaging Solutions, Inc. Piggyback and Hybrid Contract (PBA 18/19-39) W S S S S S S S h S n x S S 'O "O ro ro ro ro ro O ro O rD �7 ro � Dr� D r�D r�D tD m @ x x x N N T. x p ? !> ° a=4 w= m (n m rD WC T fD tD m m N m fD m fD m C n d N D1 N -{ --i V a, Q1 Q't m 07 01 01 d O q O O O .� C', + + + + + + O O v, to of � O t O � ti n O 91 M n � C 0 °' ro ro m p Z! f73 v n C c 'o r7 m G S n m S n m S n m S n n 4 p n °1 `E O 4 �..� O_ O n 0 0 O O O O O 4 O O O O 9r O O w 4 O O T is OL x In 00 a Cn .�. W S VS O- rU 'O l/i O- ro (/Y m O- ro Cn m O- "O in O M h D D> N 4> N 4 -R= K h K n r 4 n o N ,Vtr .Or O n @— L. w D- W ro n n m h n ro n n ro n n m W N to W N TJ A S vi W N-0 A' S to CO O Tm x' N m (rob rn N �' "" w N ?' w f�0 �` w m p' w N q x CL x 0- a 4_ a a m .< X rD DJ - N D) n m x m ID X X x fl. w W „ ro m rD m m rD - N O N D) N N D) N "* J> N Z N Z N T N TI N T z n iv N l0 D lD O lD O lfl O tD _T O to T "' D ria m D rsD D m d cl G7 d C `G C O `{ d 'L 0*O `{ N W c W �' > 7> _. > _. > G p� G tJ1 K Vt m m m m b W ro q ro 0 C Q G O C d q C ro v aroi w W = O = O O d < -- .O n rD ._ n ro ro M ro m ID ro m v 2 d n� D m d w n v V w EL'O gH w CL 'O O' nni O_ O_ Q W tb V-� fD NA A M rD A A 4 A o N < v `D w m v f° w _ f ro �y W N W Cn W LD W W W D W- p 3* 0 40 p D tD O D l0 p p ro ro ro '4 '9 O O q 6 D d m 4 ,-� m 4 M St oa ^--^ ro� N m O , W m n O � O 6 p lD O O fD O O @ -c ro ro �° v ro fD lb m q T p O oa w w m A rn Z A -1 A W rD v A .p N Z N Z N Z N Z v x v v o 0 0 0 v 5 a o oa O x> x> x D x> w 01 Q1 m 0) - - O. 4 � ^C _ _ N K -GG _ O fDG _ rD v S S S S rD S O rtl°D ai N v hJ N sv N p N a ci a C a w � a p O O O O rD O 0 r m o h T O K n w O o n O n O O rD Q0 T 0 O 7 S K c D) K to to N v+ to to to v+ to to to to to ro ,0., Q1 N lf7 to N N N N In A N N .G N x.+ N N .P N N N v N W W N lD 4D w W d p O i+ 4+ i-` w 0) C),0', W00 tD 00 w 00 00 [n V A N N N n c O D OL D ID ID rD m o c n < a) Q o Ql v(P a) O N 0 0 a � 0- O I _ _ _ _ m_ _ _ _ _ _ _ _ = x z x = v ro ro v v v 'o ro v v v -o -o ro v v v v v v v ro v v v ro v v -rJ ro v ro v za ro v ro as as ao ao 04 ao as oa ao ao bo ao m ao as as va as m m m m m m @ m m m m m m O_ � fl. Q f1 O_ O_ C1 QQ Od d OQ CL. Q Q Q Q O_ m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m00 V V V V V V V V V V V V V V V V V V V O'1 61 01 0) 05 01 Q1 01 U 41 tT p) Q1 Q1 01 01 Q1 q1 W to lr, v, to to to vn Vn to to to u, u, to Vn tin cn c.n O o c6 0 o a a o 0 0 o a a N o o a o 0 ro ro ro ro 'O ro ro ro ro T T T T T T m T ro ro ro ro b ro ro ro ro b O o O a 0 0 0 0 O O O 6 0 0 O a O W O W O W O O w 0 0 O a 4 0 O O O p p O O :� O C` O O L O "i' 6 O `{ O p 6 p 6 p O p 6 p 6 2 6 a 6 'L a N rp in in ro vn ro in ro in ro vn -@, in ro vs ro in 0 v, O in 0 vi CD in C' cn ro to @ cn � Ln ro Ln W v T K -� C -n C T G T< -� < T< T G -� G D< D< D< D G D< -n K --�. { �! < ?? < z G - m - m - m - m - rb - m - @ m - M lIt M Vn M Vn N V1 M t/f M V'+ M to M t/n ro N m ru Z-� m ::-' m :- m - @ :-' m ,�. @ «. Vf -p Vr 'p Vf -p VY ro (/n ro In (D (.n N 6 O ° N° m „ m ,; m -{ n (/� lU Vn M m rab r°D fU ISD l_6D p p p p p@ p p p rrbb ro ISD N° N M '~�' p p ISD p p m M rb ro m W m rD to p to LJn p v� , p„ Ln d to Q, 0-- H N N N N N N N N ro m m m @ m m N N m m m x w N N w I, W r w C: W C: w w= w wT T r m r w r w= w C W F 6 0 W n W n W n w n w n w n W n W n W Z � Z � Z � Z � Z � Z � Z � Z m Z F n- n= n= n= = n_ n w n w m i� m � ro Z � z n w n W n v m z = Z � a x T T T T n SU Vn v tP N Vn D) In N Vn 61 V1 v M v tln D) X N X N X N X N X N X N X N X N x to tfi Un W 111 to N N N Un 44 Un X N X Ui N X N v N 1> v w Z w Z w Z w Z w Z W Z W Z w Z w Z W Z W Z W Z W Z W Z m Z w Z w Z w Z V� T! O w O w O w o w o w O w O w O w o W N v N w N N N v N ❑J N v N W N v w W w W w W w W w W w o w O N Z Z Jy Z j Z A Z fi, v N w O w O w D v p pr n y n D a D Q }' Q D CL x' Q �' o. D a ,. ,Po ,p, ?" D:{ D: a D Q 7' o_ ,Jy �' Q D o_ D s n n n n n _ I q to to Ln cn n to n to n T T T T to v v v Di v n n n ,�'^,. e n v n n n u n v n v n v n v n .�'' .�'r ,�. v x v x bJ x v x v x w n u n ,ter n v n h 6 A O A 0 A fb =' 0 U 4 WV 0V W W O b 6 O A O Jy W O p b O Gl Cl C1 "COV In V1 Cc to � to DO (/n .C4,J N D S D$ D ro D ro 7 ,�� ro D ro D ro D to O CL O Q p Q_ Q O_ W Ln C9 M v v v v v �- V Ln C9 d. W O. °- �J -•J -. _. n. . -,.... m .._. D n N n Nn N () N C') N 'V ro w W w x x v w a v v o, 'O w n x n x n x n x n x °� N X. `d .C'+ N J> J=+ N N $' N4 °� X X ° '4 Vn Un CL O O m m m m m m m 0 GVo c00 b y C7 w 0 @ "'" @ to Un x 'O v v d n� v v v ai vi "" to to "' vn " aq o m n n n n n n m m rD n m @ m m m n n m o m v v v v v v a" v c v b" v n n n w M m W �{+ 00 00 ro ro v v ZJ ,Nj V 00 N co n m C C tCin tCn (Cid tCin LCin tCin N N N N N vCi b D D A A cCr� tCin o� I,U) w w w w w m co '.. `.. �". �... m m w w C C C C C C C N = C C a C C O a O 6 a 6 O O IA to O w w w w w < = = d - K K rp @ m m @ m M @ -' N @ C C c C C ro O 6 O O = 61 m m @ A Vi lb 4J OJ bpi 6NI 61 9J N N v) N) N N N N d C < K < N OJ OJ N N N 6t v @ m w tl'. G_ Ct b. Ci — — — CL — iZ Q O. X n n A v @ v W A p A A m m m m m @ @ m N v N v v v m m v d O. Oa, Q. 4. m tAD N N DJ CU 0W v v ca o_ a. a C. c>_ m m m m m m n CL m o CL a, a D ro m ro x X w w W w w w D.. o CL 4. Q a X w X ro X X O p p 0 0 0 C O 0 m m m m m w 0 0 w w w 0 0 0 0 CD w w w w W w D D D w w D 5' w w w D D D =' ` .. n nc c m e c o c c ro o ro o c n c n o° N cL n o F o m v FD 20 F U um, N m rna D S ;c- 2 S Z C Q v v a v ^ S '"' 2 m y v m N o� �o o �7' pw p p p1+, N NN N �Q N cn O N O C v O v .�+ b o b in N w. ° m = ° o a o v o X o v N C ro o c 12 N v o A � F v N n O O n> G n 0 0 0 v ih iA t/? t/? t!? i/} ih "I t/'! N N - N N N N N Fes -+ N w w w w w w ww w 0 0 0 0 t-+ b0 W W W W W w Vt Un Ol of w N N w w w w w w w O O 0 0 1.D V V N Q1 (3)Y p'1 m Q1 05 I'D tD w V V w w Z3 3 "IC IN 0 t I COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota L Scope: The State of Minnesota, Department of Administration, Materials Management Division publicly conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master Agreement number MNWNC-115 and MNNVP-134. The Master Agreement led by the State of Minnesota along with a multi -state sourcing team, was created for use by state agencies and other entities that are authorized by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief procurement official. k 1100000 Contractor eligible for purchase under this Addendum to include: Band 4 — Server; and Band 5 — Storage. Addendum allows for purchase of computer equipment from the Master Agreement. This 1 Participation:, Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized b�E Participating State's statutes are subject to the prior approval of the respective State Chief Procureme Officer. Issues of interpretation and eligibility for participation are solely within the authority of the Sta Chief Procurement Officer. I- 3, Order of Precedence: In the event of a conflict, the following documents shall have priority in the order set forth below: a. This Participating Addendum; b. Exhibit 2, PUR 1000; c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC-115 and MNNVP-134 (includes negotiated Terms and Conditions); d. The Solicitation including all Addenda; e. Contractor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and and must be in writin anY conditions shall apply, including terms and conditions listed in the Contractor's response to the Solicitation, or terms listed or referenced on the Contractor's website, in the Contractor quotation/sales !�Wx(r to the COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota (hereinafter "Contractor") Hewlett Packard Enterprise 111TE - ,1 77% - f . t I -e-1 T unless a mutually agreed exception has been negotiated. 4. ParticiDating State Modifications or Additions to Masjgt,.� A. Upon execution of this Addendum, all eligible users may purchase products and services under contract using the Florida alternate contract source number 43211500-WSCA-15-ACS. Agreement except as otherwise specified in this Addendum. a. PUR 1000 Form: General Contract Conditions, is attached hereto and incorporated herein as Exhibit 2. b. Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any public entity; or transact Y usiness with any public entity. c. Effective Date: This Addendum shall become effective as of the first business day of the mY nth following the full execution of this Participating Addendum below or July 1, 2015, whichever is later ("Effective Date"), and is coterminous with the Master Agreement, unless terminated earlier by the Participating State. To the extent applicable, this Addendum will replace and supersede the existing Participating Addendum Number 43211500-WSCA-15- ACS between Contractor and Participating State under the WSCA Master Price Agreement Number B27164 as of the Effective Date. d. Vendor Registration and Transaction Fees: In order to complete any transaction between an eligible user and the Contractor, the Contractor must be registered with the Department of State, Division of Corporations (www.sunbiz.org) and in MyFlori da Ma rketP lace. Section 287.042(l)(h), Florida Statutes, and Rule 60A-1.031, Florida Administrative Code, is hereby incorporated by reference. All transactions are subject to a one percent (1%) transaction ee pursuant to the rule. e. Purchases: In order to procure products and services hereunder, eligible users shall issue purchase orders or use a purchasing card which shall reference Florida alternate contract source number 43211500-WSCA-15-ACS. Eligible users are responsible for reviewing the terms and conditions of this Addendum including all Exhibits. f. Compliance with Laws: The Contractor 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- PARTICIPATING ADDENDUM to the COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota IN �,, =iiW exhaustive example, Chapter 287 of the Florida Statutes and Rule 60A-1 of the Florida Administrative Code govern this Addendum. By way of further non -exhaustive example, the Contractor shall comply with section 274A 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. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for termination or nonrenewal of this Addendum. g. Additional Eligible User Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before an eligible user can make a purchase under this Addendum, the eligible user is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. h. Provisions of section 287.058, Florida Statutes: The provisions of section 287.058(l)(a)-(c) and (g), Florida Statutes, are hereby incorporated by reference. i. Public Records: The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Addendum, unless the records are exempt from section 24(a) of Article I of the State Constitution or subsection 119.07(l), Florida Statutes. The Participating State may unilaterally terminate this Addendum if the Contractor refuses to allow public access as required in this section. If, under this Addendum, the Contractor is providing services and is acting on behalf of the public agency as provided under subsection 119 .011(2), Florida Statutes, the Contractor must: (1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Contractor upon termination of this Addendum and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to public agency in a format that is compatible with the information technology systems of the public agency. The State of Florida's performance and obligation to pay under this Addendum is contingent upon an annual appropriation by the Legislature. The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state agencies. COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota evigni I in in I ollin i 111in11F.-JEJ052111MM MBZRMEI�i B. Contract Document: This Addendum and its Exhibits as included in paragraph 3 set forth the entire agreement between the parties with respect to the subject matter of the contract. C. Intellectual Property: The parties do not anticipate that any intellectual property will be developed as a result of this Addendum. However, any intellectual property developed as a result of this Addendum will belong to and be the sole property of the Customer, except Contractor retains ownership of all its pre-existing intellectual property. This provision will survive the termination or expiration of the contract. D. Employment Eligibility Verification: Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11- 116, Contractor is required to utilize the U.S. Department of 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 require resellers/partners performing work or providing services under this Addendum to utilize the E -Verify system to verify employment of all new employees hired by the reseller/partner during the Addendum term. E. Price List/Preferred Price: The Contractor's price list will be the same as the WSCA-NASPO price list, and the Department will post a link on the Department's website to the price list posted on the WSCA-NASPO website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4(b) of the PUR1000 is not applicable. F. Scrutinized Company List: In executing this Addendum, 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 215.473, Florida Statutes. Pursuant to subsection 28 7.135(5), Florida Statutes, Contractor agrees the Participating State may immediately terminate this Addendum 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 Addendum. G. Orders: Any Order placed by eligible users for a product and/or service available from the Master Agreement shall be deemed to be a sale under and governed by the prices and other terms and conditions of the Master Agreement and this Addendum, unless the parties to the Order agree in writing that another contract or agreement applies to such Order. 11231111121�1111R'l I I I �I I 111I11, lII� I I I III I I �� PARTICIPATING ADDENDUM to the NAS.* Yalytr#int C,#*,terative ",rtcyribnlant ?,irtgraill COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota 077"ORM 1. The Contractor agrees to meet the following requirements: a. Provide appropriate contact information for eligible users to use for product and/or service inquiries and purchases, as well as, the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the Master Agreement; and b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is responsible for providing and updating this list of authorized resellers/partners for use to the Participating State/Entity. 2. Contractor must be able to accept purchase orders via fax, e-mail, or cXML as identified in H.1 below. H. Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MyFloricla M a rketP lace (MFMP). Electronic invoices may be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed '*jelow2 1. cXML (commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. The cXML format is the Ariba preferred method for e - Invoicing. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use withir the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. 3. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor represents that it is authorized and empowered to license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to 1xvigranyty.,212 mg. ammirk F'!'III 1111F� 1111 1711111;111 11 AR917-OVIP, " YM. -1 1 1 COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota ANUMMEMM F.11 n1folow,%&F-115 under the contract. TNe C*iitr?.ct*r will w*P te2m t* 01,2k-#,ecific reV_iremeAts f*r tXe electronic invoicing if needed. electronically to the Participating State/Entity by the last day of the month following calendar quarter end. The Participating State/Entity reserves the right to require the Contractor to provide additional reports within 30 days written notice. Failure to provide the Quarterly Report or other reports requested by the Participating State/Entity may result in the Contractor being found in default under the default proceeding. J. Business Review Meetings: The Participating State/Entity reserves the right to schedule business review meetings as frequently as necessary. The Participating State/Entity will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State/Entity's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default under the default proceeding. K. Commitment to Diversity in Government Contracting: The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority-, women-, wartime-, and service -disabled veteran business enterprises in the economic life of the State. The State of Florida Mentor Prot6g6 Program connects minority-, women-, wartime-, and se rvi ce-disa bled veteran business enterprises with private corporations for business development mentoring, We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Prot6g6 Program, please contact the Office of Supplier Diversity at (850) 487-0915 or osdhelp@dorida.com. MR= PARTICIPATING ADDENDUM to the NA91 Yaly0tint C+#;ceraf�fe �rtcy-r6midnt ?T*graff COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota MEE��• M�� Mum Resellers/Partners: The Contractor may use resellers/partn,ers in order to provide computer equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms and conditions within Master Agreement and this Addendum. The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners. The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resell ers/pa rtners meet the following requirements: • Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sUnbiz.org) • Registered in the MFMP Vendor Information Portal (https://vendor.mvfloridamarketpIace.com) Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.mvflorida.com/businessoperations/Statepurchasing/vendorinformatio n/convicted suspended discriminatory complaints vendor lists Have a copy of e -Verify Status on file Have a current W-9 filed with the Florida Department of Financia,' Services (https://flvendor.myfloridacfo.com) M. Warrant of Authority: Each person signing this Addendum warrants that he or she is duly authorized to do so and to bind the respective party. -FrTTrTrFrTTT#1TR-dl7L=7 In'77 their named successors): LAZA� Mllr� Stacey Kearns 355 Ledgelawn Drive, Conway, AR 72204 ------------------ 51,2-319-3018 501-339-2 377 Stacey.lyn.kearns@hpe.com 609.0"N" 2 I .- lf COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota X�41 I � I I i I Ill � I I I I i I' I I l I I � I I I F I F I � I I' F 111 Z (hereinafter "Contractor") . -j — =' A Jerilyn Bailey +rrFlorida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 850-921-4072 jeCilyn.bailey@dms.myflorida.com Ik Terms: The Participating State is agreeing to the terms of the Master Agreement only to the extew, the terms are not in conflict with applicable law. 7. Partner Utilization: Each Participating State represented by NASPO ValuePoint participating in this Master Agreement independently have the option of utilizing partners. Only partners approved by this Participating State may be deployed. The Participating State may define the process to add and remove partners and may define the partner's role in this Participating Addendum. The Contractor's partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum. Approved partners are shown on the Contractor's dedicated website for the Participating Entity and its respective eligible Purchase Entities, which can be accessed at: www.hp.com/buy/florida. Contractor has two (2) distinct Servicing Subcontractor Programs: (1) the Reseller Agent Program; an (2) the Fulfillment Subcontractor Program. Both are available to authorized Purchasing Entities to select from under this Participating Addendum. Reseller Agent Program: Under the Reseller Agent Program the purchase order ("Order") is made out to Hewlett Packard Enterprise ("HPE"). HPE fulfills and ships the Order to the Purchasing Entity and invoices the Purchasing Entity directly. The Reseller Agents provides pre- and post -sales support. Pre- and post sales support includes, but is not limited to, providing advice on specifications, quotes, assist in W -c 2! 2 V lin 10 (t) r the HIDE Participating State landing page at www.hp.com/buy/NASPOVP-PC4E. Orders and payment are issued by the Purchasing Entity direct to HIRE under the Reseller Agent Program. The Reseller Agent HPE Authorization Number must be listed in all quotes and related PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-134 and MNWNC-115 (hereinafter "Contractor") Hewlett Packard Enterprise And The State of Florida Alternate Contract Source No. 43211500-WSCA-15-ACS Page 9 of 9 b. Fulfillment Subcontractor Program: Under this Fulfillment Subcontractor Program the purchase order ("Order") is made out to the named Fulfillment Subcontractor. The Fulfillment Subcontractor receives the Order(s) and invoices the Purchasing Entity directly, in addition to handling all Order tracking and escalations and offering pre- and post -sales support. The authorized Fulfillment Subcontractor(s) for receipt of Orders from Participating Entities underthis contract are listed on the HPE Participating State landing page at www.hp.com/buy/NASPOVP-PC4E. Orders and payment are issued by the Purchasing Entity direct to the named Fulfillment Subcontractor under the Fulfillment Subcontractor Program. Orders must include the Participating State Contract Number. 8. Separation: This Participating Addendum is based on Master Agreement No. MNWNC-115 until November 1, 2015. In accordance with the Assignment Agreement, as of November 1, 2015, this Participating Addendum is assigned to Master Agreement No. MNNVP-134. IN WITNESS WHEREOF, the parties have executed this Addendum as of the last date of execution below. Participating State: Florida Contractor: Hewlett Packard Enterprise By: By: I&L— 6f Name: t -k;' P&k Name: Matthew C. Keck Title: W141Y J, ,VG Title: Senior Counsel Date: -0-6— Date: July 21, 2015 Florida s'4hief Pr®cure ent Officer B Nam , Roz Ingran,// Title: Director of State Purchasing and Chief Procurement_ Officer Date: 0 ) FL - HPE 43211500-WSCA-15-ACS_PA_NASPO VP MNWNC-115 134 (Final 7-21-15).docx Exhibit 2 43211500-WSCA-15-ACS, Computer Equipment State of Florida PUR 1000 1. Definitions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. 6. Packaging. 7. Inspection at Contractor's Site. 8. Safety Standards. 9. Americans with Disabilities Act. 10. Literature. 11. Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14. Transaction Fee. 15. Invoicing and Payment. 16. Taxes. 17. Governmental Restrictions. 18. Lobbying and Integrity. 19. Indemnification. 20. Limitation of Liability. 21. Suspension of or. 22. Termination for Convenience. 23. Termination for Cause. 24. Force Majeure, Notice of Delay, and No Damages for Delay. 25. Changes. 26. Renewal. 27. Purchase Order Duration. 28, Advertising. 29. Assignment. 30. Antitrust Assignment 31. Dispute Resolution. 32.E ployees, Subcontractors, and Agents. 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors, and Other Agents. 35. Insurance Requirements. 36. Warranty of Authority. 37. Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43. Cooperative Purchasing. PUR 1000 (10/06) 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-15-ACS, Computer Equipment 44. Waiver. 45. Annual Appropriations. Severability. 1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as defined in the PUR 1001 if it meets the definition of both terms. (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(l) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or 1MV4AUM"F; version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the followin,14 provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under iheContract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. P U R 1000 (10/06) 60A-1.002, F.A.C. F41TOW (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then -authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade-in. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter (e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract terms *T-Pitiug if A�iiu�n,& 4MQ--&, 4-Y control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. 5. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. /. inspection at Lontractor3-STt7.-rhT-i--TsiounL-r reserT L !! I 1(ts�peLx—,d-FWtJ (6ast'l the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. F :M N-BET"FRI TMV $.M 11wi M 1611tw Rol I V.1110111 I -Cf T irFSWW be constructed and approved in a manner acceptable to the appropriate State inspector. Accept.If i ity customari y wir fta.�. minimum identification markine-nf-thp-ta—riumilk') listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas -operated assemblies. In and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. I p * Jil III R so— It WI sy�� Exhibit 2 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractot suspension. 12. installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All -f iw�jt4 ir?eft'?WS YK4 iLVz4L�� of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration. dismantlin r- .. [s=reg u i re—A=taachievej�nafl b a I structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the ContractorThe Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage ...... ..... PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES'VENDOR LIST AS PROVIDED IN RULE 60A-1.006, F.A.C. PUR 1000 (10/06) 60A-1.002, F.A.C. 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. Management Services. Current guidelines require that Contractor 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. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or the Department or to other Customers. 16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. 4js_;t?_ARqRe ihe solicitation or in the Contract or purchase order. NOW% im-WAOIT"wiliall require afferation or Lne F11dierldl, Ald"r, 1VVFK111dF PertlfMdMe 111 Elie XV14 rrlier7y =014 Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to L 1 Customer. 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, KOV11114 opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records r For the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http:/Idlis.dos.state.fl.us/barm/`genschedules/�ensched.htm). The Contractor agrees, to reimburse the State for the investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractors suspension or 19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, PUR 1000 (10/06) 5 60A-1.002, F.A.C. Exhibit 2 LU P-111ORQUI #J1#1TM4M1L01U&VJ jail 101 jai, 11 IM 11P MKO1.1 Lino I . I rfT_*rTFfftT76 U11 11CF5441di IIIJ 1. Ul' f Ldfild6e 14; redl vir plers,9111di d11e6C:9! LIF +e it. part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. , "OMMOMM"I T iM damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. 19 TIM4 MO, FEN (01 it, to i, 010.111 "M-71 I is U 11 take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in a ddition to other remedies available to them at law or equity and upon notice to the Contractor, ounts due Contractor as ma be necessa to satis an claim for dam��a M I ffZ RAMMIM-211024M41*1 F le -MM. M Ill .40 it- Mit IMMIG 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, ?AHftlk. Ovtne the Contractor to any additional compensation. PUR 1000 (10/06) 60A-1,002, F.A.C. Exhibit 2 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when. the Customer determines in its sole discretion that it is in the State's interest to do so, The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits. 23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering r P -.Awtkrm-of the -Contract or, regulatoro-or-kc requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall WAF�-jjifjj Pf?ijIts of mi'mco-itr7rtors ?t -VI 7 ----------------- 'Ta peryorm, lTnr-77�— meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or Vltawiz- issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. MIRIBTAM4:11111015imp - 5 - rami f f ni BEEK -IT NO other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall noW the Customer in writin Ing the clelay either CffW-itWfffTe-n—T.EIFF(tZy—',--NftTTYffETa:ljlbt! Uldt UF 11151L arose, n- Tne LontracEor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extensiort of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, ig cause whatsoever. If f" ,i is susfencled or delavyed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated that the Contractor with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. 25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of PUR 1000 (10/06) 60A-1.002, F.A.C. 43211500-WSCA-15-ACS, Computer Equipment 26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through single delivery/performance, and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding f schedule even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term Af-IM I �hen the -,wurchase order will either be amended in of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. T =illlratliin Or pifrcnase MIRE Tor recIrring it. I ey-frUfffirnivITRIes ftir pe rMa"ce it) serriceMID riot exceea Trie expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. F—MR-3W17riFF �♦ii L conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided herein, and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative. 0 . 11 1 1 is Exhibit 2 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under th,� Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject to the &A"#Af MAI #W"Ou It absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. action tha6 arises out of or relates to the Contract shall be the appropriate state court in Leon County, Flonda;, in any such action, Florida law shall apply and the parties waive any right to jury trial. 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other VAtion to 9,erform all work in comqliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Customer. The -GJ1.VA2r_*# r material that is publicly available throuq"_D1a_WtDf the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. PUR 1000 (10/06) 60A-1.002, F.A.C. 5Ry: . « « « «in 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 3S. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercia- insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request, the Contractor shal! provide certificate of insurance� The limits of coverage under each policy maintained by the Contractor shall not bc interpreted as limiting the Contractor`s liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. 36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any Way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it 14 04MIRMT1114 A I IlLTAY19 M I I '.At I I MV I *J M IT& 0A Or4 IMM ME- 11MIL4111 38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment -purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "it is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http:/Iwww.pridefl.com. 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "it is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at.http://www.respectofflorida.org. PUR 1000 (10/06) 10 60A-1.002, F.A.C. Exhibit 2 2 1 ISOOAVSQ-�V�Qk-.Q*T- 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. t,3. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non -Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 2-T-7. *4.?Jl tP.qf1E!SAL%P of the contract is cost-effective and in the best interest of the State. �3. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon ar annual appropriation by the Legislature. ,6. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and al! of which shall constitute but one and the same instrument. ,77. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced # -aie , -Ik-) - * �-, u in full force and effect. P U R 1000 (10/06) 60A-1.002, F.A.C. AMENDMENT NO.: 1 - Renewal PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Master Agreement No: MNWNC-134 HP Enterprise And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS This Amendment ("Amendment") effective April 1, 2017, to the Computer Equipment, Peripherals, & Services Contract No. 43211500-WSCA-15-ACS ("Contract"), between the State of Florida, Department of Management Services ("Department") and HP Enterprise ("Contractor") are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned to them in the Participating Addendum unless otherwise defined herein. Contract Renewal. The Department hereby executes its renewal option for a one (1) year period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is March 31, 2018. I. Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. II. Public Records. The Participating Addendum is amended to add the following: If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency as provided by section 119.0701(2)(b), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor sil meet inti appiicabie reqiiLliirernents ror retaincl ng piijil:xic rer,(.:)rds. All n:'A11,.;ords:stored electronically miust be provided to the public agency, upon request frorril the pubfif,; agency's cUstodian of pii,iblic riF...,,,�r;ords, in a format that is cornpatflble with the inforrnation tir;:,,,chnoiogy systems of the publiir-,agenvy, IF THE CO il R.-ACTO I?, Wk,.S Q S1 [ONS F:ZEGARDiil T1 1E ARl:::1LI1CAT1111ll OF CHAPTER 119, FLOR11 DA STATUI rES, TO TI t uC ONITRACT(.)R'S DI J! I Y TO PROVIDE PiLlI.: LMC, Ri:.:.GIDRDS REU.-kTING TO TIIiiS ClOil RACT, GO N i"AiCo i TuIE C(,.'.)I,,,ITRA(..,T MANAGEll:?. Ill. Arl Jr�pprojjprlatlon. The Parth,,ipating AddendUrn is,,amer-DrJt.:id to add the ft...,41ovving- Pur uu,,lint to section 287.058 2, F.S., if the ACI birids the State or arh ria gency,tear the pr.,iirchase of ser4ces or teen gibiirm persorl properl:y for a perliod In excess of onea fiscall the State of Florida's perforr-nance and obligation to pa, Y un'err the All is confinglent upon an annLIEd appropiliatilorl by the Legisiature. IV. DOplir:,""r,,,,3t!or'i'lovith the linspuri for 13einiewal. l:::1ursivant to subse(,.Uon 20.055(5), F�S., Contractor, and any sa..libcontractor to the Contractor, urvidemi,arvid and will comply Vvith their duty to G00peratir..'Ivviff',u the Ins1pector rt eneralli in any invesdgatiori, audit, Inspection, review, or hearling. Upon ofthe inspector General or any other, a1Uthohzed,'11Aatr,-. officia,i,the ( 11ontracor rTILISt pro,l anytype Of ir"IfDrmation the Inspector ( 7'eirl deems reievant to the Contractor's irhl or inforination may uncluide, butvifiii not be limited to, the 11(';,ontractov`s beau eine or finainciai records, iir:Jocurrhents, or filiF.i.,e of arvy type or form that refer to or re[atir.0 to the Contract. The Contractor waft/ retain suic,.h records for fivia;dear after the expiration ofthe ('.;,ontract, or the period required by fi'veGlianen,'ill l?br.:X-rjrds Sre: hec.:Juies u~ mint by the Fl(,-.)rida Department resat State (;@,vaflabk..,, at- h-ttp-/`/dos.v-r,iyflor�ida.,com/�br,,,-..-,,iv-,Y- ,af,chi,ve.s/records-mari,i,,,.,,ilge.,mer,rt/o., eneral rE.-.=rds scheilulesl), whici'l is ilonger. The Contractor agrees to reirr6urse the State of 1::::1orida for, the rem,',,orhable costs of [nvestigisition inm.prred by the inspector Genera. I or other authorized ,St to of official -for klations of the Clontractov's;- corrqiMiance with the terrns of this or, any ot1`-viE.,,r agireernent bebNeen the jr."'iontractor Bind throe Sta-Ar., of Fiorlida,l results in the susperislon ic)r diabarment of''ithe ContracAor. Suicl-) costs Wil in(..,.k.jde,, but Mil not be i6mited to sWaries, of investigatom incluiding overtime; tr,,,,;1vve1i and kxiging iF.:.orpenses; and expert,witriess and documentary tees. V. Gir.ikinflict, To the exterit any of the rterrme of this Arlhent corvflictvAth the teii n.vs of the Contract, the terms of- this Arneindrniemt shall controi. VL Warraroll: iof j0u..ithorlity. Elach persion sigNng ttl Arnendmiervt 'warTant!s that he or she is diu..iiy alltIhilDv"ized to do so and to blind tIve respective party. M Ell Uniess otherwise rnodified by this Arlient, ail terms and conditions Contained in the Contrm.,-,tsl,,M continue in full force and effi.-,l Stattle, of VIII' triiiiute lof Main, piTilaint, Slairvilcies ............................................................................................................................................................... ........................................................................................................................................................................................................................................................... rive: aiiief of staff ........................................................................................................................ .. ............................................................................... 11)atv: 1 ... . ... . .... . Y�: ............................................................................................................................................ . ..................... . ....................... MairnwMatthew A Whipkileyl, . ............ ................................ Ill ....... .................................... .................................. 11� ................................................ 111"Itile:S,pE,E[aiist,,J� le al Coiuirus6l 11[late: 3131201 "7 I'll"I'llI'll",,,��,��,��,'ll""I� ........... I'll .11� ....................................................................................................................................................................................................................................................... Plage 2 lof '2 Clflr/AKII F] Partner First Membership Certificate Certificate Of Partnership Effective from: April 17, 2019 AXSA ENGINEERING PRODUCT UNITED STATES is an HP Partner First nrrnenrrnber and has the following designations: IIII�� Ilii Ilu�l Ilu��l Partner First Platinum Imaging Printing Partner lRveir IIlusliiilii Partner First DesignJet Specialist Partner First Managed Print Specialist Premier Samsung Contractual Print Specialist Gary Simms Vice President Partner Development & Programs Americas Commercial Channel HP Inc. © Copyright 20181P Inc. The information contained rere in is subject to change without notice. 2018 Hr Restricted. This document contains confidential and/or lead ly privileged informationt is in tended for �P and Chan nei Partner mernaI Use only. Partner must regenerate document if status changes M https://hp-rfb.itcs.hp.com/form/view/l178 1 /1 PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-15-ACS Page 1 of 9 Scope: The State of Minnesota, Department of Administration, Materials Management Division publicly conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master Agreement number MNWNC-115 and MNNVP-133. The Master Agreement led by the State of Minnesota along with a multi -state sourcing team, was created for use by state agencies and other entities that are authorized by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief procurement official. The Master Agreement for computer equipment (desktops, laptops, tablets, servers, and storage, and ruggedized devices, including related peripherals & services) identifies the product bands awarded to the Contractor eligible for purchase under this Addendum to include: Band 1— Desktop; Band 2 — Laptop; and, Band 3 - Tablet. The configuration limits within the Master Agreement are changed as follows: Peripherals configuration limit is increased to $30,000.00. This Participating Addendum (Addendum) is made and entered into as of the Effective Date by and between the State of Florida (Participating State) and Hewlett-Packard Company (Contractor). This Addendum allows for purchase of computer equipment from the Master Agreement. This Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contractor under the terms of the Master Agreement. 2. Participation: Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized by a Participating State's statutes are subject to the prior approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Officer. 3. Order of Precedence: In the event of a conflict, the following documents shall have priority in the order set forth below: a. This Participating Addendum; b. Exhibit 2, PUR 1000; c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC-115 and MNNVP-133 (includes negotiated Terms and Conditions); d. The Solicitation including all Addenda; e. Contractor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's response to the Solicitation, or terms listed or referenced on the Contractor's website; in the Contractor quotation/sales FL- HPI 43211500-WSCA-15-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 2 of 9 order or in similar documents subsequently provided by the Contractor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 4. Participating State Modifications or Additions to Master Agreement: A. Upon execution of this Addendum, all eligible users may purchase products and services under contract using the Florida alternate contract source number 43211500-WSCA-I5-ACS. Eligible users acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this Addendum. 1. The following are modifications to the Master Agreement: a. PUR 1000 Form: General Contract Conditions, is attached hereto and incorporated herein as Exhibit 2. b. Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any public entity; or transact business with any public entity. c. Effective Date: This Addendum shall become effective as of the first business day of the month following the full execution of this Participating Addendum below or July 1, 2015, whichever is later ("Effective Date"), and is coterminous with the Master Agreement, unless terminated earlier by the Participating State. To the extent applicable, this Addendum will replace and supersede the existing Participating Addendum Number 250-WSCA-10-ACS between Contractor and Participating State under the WSCA Master Price Agreement Number 827164 as of the Effective Date. d. Vendor Registration and Transaction Fees: In order to complete any transaction between an eligible user and the Contractor, the Contractor must be registered with the Department of State, Division of Corporations (www.sunbiz.org) and in MyFloridaMarketPlace. Section 287.042(1)(h), Florida Statutes, and Rule 60A-1.031, Florida Administrative Code, is hereby incorporated by reference. All transactions are subject to a one percent (1%) transaction fee pursuant to the rule. e. Purchases: In order to procure products and services hereunder, eligible users shall issue purchase orders or use a purchasing card which shall reference Florida alternate contract source number 43211500-WSCA-I5-ACS. Eligible users are responsible for reviewing the terms and conditions of this Addendum including all Exhibits. f. Compliance with Laws: The Contractor 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, Chapter 287 of the Florida Statutes and Rule 60A-1 of the Florida Administrative Code govern this Addendum. By way of further non -exhaustive example, the Contractor shall comply with section 274A of the Immigration and Nationalization Act, the Americans with Disabilities FL- HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 3 of 9 Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for termination or nonrenewal of this Addendum. g. Additional Eligible User Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before an eligible user can make a purchase under this Addendum, the eligible user is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. h. Provisions of section 287.058, Florida Statutes: The provisions of section 287.058(1)(a) -(c) and (g), Florida Statutes, are hereby incorporated by reference. i. Public Records: The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Addendum, unless the records are exempt from section 24(a) of Article I of the State Constitution or subsection 119.07(1), Florida Statutes. The Participating State may unilaterally terminate this Addendum if the Contractor refuses to allow public access as required in this section. If, under this Addendum, the Contractor is providing services and is acting on behalf of the public agency as provided under subsection 119.011(2), Florida Statutes, the Contractor must: (1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Contractor upon termination of this Addendum and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to public agency in a format that is compatible with the information technology systems of the public agency. j. The State of Florida's performance and obligation to pay under this Addendum is contingent upon an annual appropriation by the Legislature. The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state agencies. B. Contract Document: This Addendum and its Exhibits as included in paragraph 3 set forth the entire agreement between the parties with respect to the subject matter of the contract. C. Intellectual Property: The parties do not anticipate that any intellectual property will be developed as a result of this Addendum. However, any intellectual property developed as a result of this FL- HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 4 of 9 Addendum will belong to and be the sole property of the Customer, except Contractor retains ownership of all its pre-existing intellectual property. This provision will survive the termination or expiration of the contract. D. Employment Eligibility Verification: Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11- 116, Contractor is required to utilize the U.S. Department of 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 require resellers/partners performing work or providing services under this Addendum to utilize the E -Verify system to verify employment of all new employees hired by the reseller/partner during the Addendum term. E. Price List/Preferred Price: The Contractor's price list will be the same as the WSCA-NASPO price list, and the Department will post a link on the Department's website to the price list posted on the WSCA-NASPO website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4(b) of the PUR1000 is not applicable. Scrutinized Company List: In executing this Addendum, 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 215.473, Florida Statutes. Pursuant to subsection 287.135(5), Florida Statutes, Contractor agrees the Participating State may immediately terminate this Addendum 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 Addendum. G. Orders: Any Order placed by eligible users for a product and/or service available from the Master Agreement shall be deemed to be a sale under and governed by the prices and other terms and conditions of the Master Agreement and this Addendum, unless the parties to the Order agree in writing that another contract or agreement applies to such Order. 1. The Contractor agrees to meet the following requirements: a. Provide appropriate contact information for eligible users to use for product and/or service inquiries and purchases, as well as, the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the Master Agreement; and b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is responsible for providing and updating this list of authorized resellers/partners for use to the Participating State/Entity. 2. Contractor must be able to accept purchase orders via fax, e-mail, or cXML as identified in H.1 below. FL- HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 5 of 9 H. Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MyFloridaMarketPlace (MFMP). Electronic invoices may be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed below: 1. cXML (commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. The cXML format is the Ariba preferred method for e - Invoicing. 2. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the AN for catalog and non -catalog goods and services. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a state contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor represents that it is authorized and empowered to and hereby grants the State and the third party provider 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. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. Contract Quarterly Reports: The Contractor shall submit a Quarterly Report in the required format electronically to the Participating State/Entity by the last day of the month following calendar quarter end. The Participating State/Entity reserves the right to require the Contractor to provide additional reports within 30 days written notice. Failure to provide the Quarterly Report or other reports requested by the Participating State/Entity may result in the Contractor being found in default under the default proceeding. FL - HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-15-ACS Page 6 of 9 Business Review Meetings: The Participating State/Entity reserves the right to schedule business review meetings as frequently as necessary. The Participating State/Entity will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State/Entity's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default under the default proceeding. K. Commitment to Diversity in Government Contracting: The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority-, women-, wartime-, and service -disabled veteran business enterprises in the economic life of the State. The State of Florida Mentor Protege Program connects minority-, women-, wartime-, and service -disabled veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protege Program, please contact the Office of Supplier Diversity at (850) 487-0915 or osdhelp@dms.mvflorida.com. Upon request, the Contractor shall report to the Office of Supplier Diversity spend with certified and other minority business enterprises. These reports will 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 Addendum. L. Resellers/Partners: The Contractor may use resellers/partners in order to provide computer equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms and conditions within Master Agreement and this Addendum. The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners. The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sunbiz.org) Registered in the MFMP Vendor Information Portal (https://vendor.mvfloridamarketplace.com) FL- HPI 43211500-WSCA-15-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 7 of 9 • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.mvflorida.com/businessoperations/Statepurchasi ne/vendorinformatio n/convicted suspended discriminatory complaints vendor lists • Have a copy of e -Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (https://fivendor.mvfloridacfo.com) M. Warrant of Authority: Each person signing this Addendum warrants that he or she is duly authorized to do so and to bind the respective party. Primary Contacts: The primary government contact individuals for this Addendum are as follows (or their named successors): Contractor Name Debra Lee Address Hewlett-Packard Company 442 Swan Blvd., Deerfield, IL 60015 Telephone 847-537-0344 or Cell 847-922-2977 Fax 847-572-1336 E-mail debra.lee@hp.com Participating Entity Name Jerilyn Bailey Address Florida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 Telephone 850-921-4072 E-mail I ierilyn.bailev@dms.mvflorida.com 6. Terms: The Participating State is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with applicable law. 7. Partner Utilization: Each Participating State represented by NASPO ValuePoint participating in this Master Agreement independently have the option of utilizing partners. Only partners approved by this Participating State may be deployed. The Participating State may define the process to add and remove partners and may define the partner's role in this Participating Addendum. The Contractor's partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum. Approved partners are shown on the Contractor's dedicated website for the Participating Entity and its respective eligible Purchase Entities, which can be accessed at: www.hp.com/buv/florida. FL -HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida.. Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 8 of 9 Contractor has two (2) distinct Servicing Subcontractor Programs: (1) the Reseller Agent Program; and (2) the Fulfillment Subcontractor Program. Both are available to authorized Purchasing Entities to select from under this Participating Addendum. a. Reseller Agent Program: Under the Reseller Agent Program the purchase order ("Order") is made out to Hewlett-Packard Company ("HP"). HP fulfills and ships the Order to the Purchasing Entity and invoices the Purchasing Entity directly. The Reseller Agents provides pre- and post -sales support. Pre- and post- sales support includes, but is not limited to, providing advice on specifications, quotes, assist in escalation of order(s), and returns. The authorized Reseller Agent(s) under this contract are listed on the HP Participating State landing page at www.hp.com/buv/NASPOVP-PC4. Orders and payment are issued by the Purchasing Entity direct to HP under the Reseller Agent Program. The Reseller Agent HP Authorization Number must be listed in all quotes and related Order activities for sales and tracking purposes. Orders must include the Participating State/Entity Contract Number. HP Order information, including the HP remittance address, is available in the Information Center located at the HP website www.hp.com/buv/NASPOVP-PC4. b. Fulfillment Subcontractor Program: Under this Fulfillment Subcontractor Program the purchase order ("Order") is made out to the named Fulfillment Subcontractor. The Fulfillment Subcontractor receives the Order(s) and invoices the Purchasing Entity directly, in addition to handling all Order tracking and escalations and offering pre- and post -sales support. The authorized Fulfillment Subcontractor(s) for receipt of Orders from Participating Entities under this contract are listed on the HP Participating State landing page at www.hp.com/buy/NASPOVP-PC4. Orders and payment are issued by the Purchasing Entity direct to the named Fulfillment Subcontractor under the Fulfillment Subcontractor Program. Orders must include the Participating State Contract Number. 8. Separation: Neither Party may, nor will it have the power to, assign or novate this Participating Addendum without the consent of the other, provided that Participating State/Entity approves the assignment of this Participating Addendum to Hewlett Packard Company's successor -in -interest, HP Inc., in connection with the HP Separation. Any reference to Hewlett-Packard Company in this Participating Addendum will be deemed to be a reference to HP Inc. following HP Separation. HP Separation means any transaction or restructure associated with the proposed separation of Hewlett-Packard Company into two publicly traded companies, as announced by Hewlett-Packard Company on October 6, 2014. This Participating Addendum is based on Master Agreement No. MNWNC -115 until November 1, 2015. In accordance with the Assignment Agreement, as of November 1, 2015, this Participating Addendum is assigned to Master Agreement No. MNNVP-133. FL - HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNNVP-133 and MNWNC-115 (hereinafter "Contractor") Hewlett-Packard Company And The State of Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS Page 9 of 9 IN WITNESS WHEREOF, the parties have executed this Addendum as of the last date of execution below. Participating State: Florida Contractor: Hewlett-Packard Company By: By: /&e . Name: --lilt A roe Name: Matthew C. Keck Title: kere Title: Senior Counsel Date: C;- 1 7-6- Date: July 21, 2015 Flori hief P�rocurer�i ent Officer a By:. Name Raz Ingram Title: Director of State Purchasing and Chief Procurement Officer Date: FL - HPI 43211500-WSCA-I5-ACS_PA_NASPO VP MNWNC-115 133 (Final 7-21-15).docx Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment State of Florida PUR 1000 General Contract Conditions Contents 1. Definitions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. 6. Packaging. 7. Inspection at Contractor's Site. 8. Safety Standards. 9. Americans with Disabilities Act. 10. Literature. 11. Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14. Transaction Fee. 15. Invoicing and Payment. 16. Taxes. 17. Governmental Restrictions. 18. Lobbying and Integrity. 19. Indemnification. 20. Limitation of Liability. 21. Suspension of Work. 22. Termination for Convenience. 23. Termination for Cause. 24. Force Majeure, Notice of Delay, and No Damages for Delay. 25. Changes. 26. Renewal. 27. Purchase Order Duration. 28. Advertising. 29. Assignment. 30. Antitrust Assignment 31. Dispute Resolution. 32. Employees, Subcontractors, and Agents. 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors, and Other Agents. 35. Insurance Requirements. 36. Warranty of Authority. 37. Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43. Cooperative Purchasing. PUR 1000 (10/06) 1 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 44. Waiver. 45. Annual Appropriations. 46. Execution in Counterparts. 47. Severability. 1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as defined in the PUR 1001 if it meets the definition of both terms. . (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. PUR 1000 (10%06) 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then -authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade -In. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e) Equitable Adiustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. S. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 8. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas -operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. P U R 1000 (10/06) 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non -conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, .a statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C. 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, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. 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 non-refundable 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 agreement. 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 SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES' VENDOR LIST AS PROVIDED IN RULE 60A-1.006, F.A.C. P U R 1000 (10/06) 4 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor 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. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract or purchase order. 17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dlis.dos.state.fl.us/barm/genschedules/eensched.htm). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, FUR 1000 (10/06) 5 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non -infringing. If the Contractor is not reasonably able to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. PUR 1000 (10/06) 6 60A-1.002, F.A.C. Exhibit 43211500-VVSCA'15-A[S Computer Equipment 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is inthe State's interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion mfthe Contract, ifany. The Contractor shall not be entitled to recover any cancellation charges or lost profits. 23'Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing requirement. Rule 60A'1.006(3), F.A.C, governs the procedure and consequences of default. The Contractor shall continue work onany work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault ornegligence, ofthe Contractor. |fthe failure toperform iscaused bythe default ofasubcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided bylaw orunder the Contract. 24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause vvhu||y beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers |fnoalternate source of supply is available tothe Contractor. In case ofany delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY' Providing notice in strict accordance with this paragraph is o condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to on increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to ona1s of acceleration or inefficiency, arising because of delay, disruption, interference, orhindrance from any cause whatsoever. |fperformance issuspended ordelayed, inwhole or in part, due to, any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost' unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. 25' Changes. The Customer may unilaterally require, by written order, changes altering, adding to, ordeducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of PUR1DOO(1O/O6)7 Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. 26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the single delivery/performance, and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10) calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided herein, and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative. PUR 1000 (10/06) 8 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. PUR 1000 (10/06) 9 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. 36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment -purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http://www.pridefl.com. 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http:/Jwww.respectofflorida.org. PUR 1000 (10%06) 10 60A-1.002, F.A.C. Exhibit 2 43211500-WSCA-I5-ACS, Computer Equipment 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for, approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non -Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions., of s. 287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 46. Execution in Counterparts.. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 47. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. PUR 1000 (10/06) 11 60A-1.002, F.A.C. ASSIGNMENT AGREEMENT This Assignment Agreement is by and among the State of Minnesota, acting through its commissioner of Administration (State), Hewlett Packard Company, ("Original Contract Vendor") 3000 Hanover Street, Palo Alto, CA 94304, HP Inc., ("Assigned Contract Vendor") 1501 Page Mill Road, Palo Alto, CA 94304 and Hewlett Packard Enterprise, ("Assigned Contract Vendor") 3000 Hanover Street, Palo Alto, CA 94304. WHEREAS, the State has an agreement with the Original Contract Vendor, Master Agreement No. MNWNC-115, ("Master Agreement") effective April 1, 2015 through March 31, 2017 to provide Computer Equipment (Desktops, Laptops, Tablets, Servers and Storage including related peripherals & services); and WHEREAS, the Original Contract Vendor wishes to separate Hewlett Packard Company into two independent companies and assign all its interests and obligations in the Master Agreement to the Assigned Contract Vendors; WHEREAS, the assignment provision of the Master Agreement provides assignment of the agreement only upon written consent of the State. NOW THEREFORE, the parties agree to the following: Effective November 1, Master Agreement No. MNWNC-115 is assigned to two independent companies, the Assigned Contract Vendors The products have been divided as noted below: Master Agreement No. MNNVP-133 HP Inc. Master Agreement Administrator: Debra Lee; debra.lee@hta.com, 847-537-0344 or 847-922-2977 HP Inc. will provide Desktops, Laptops andTablets including related peripherals and services (Bands 1, 2, & 3). Master Agreement No, MNNVP-134 Hewlett Packard Enterprise Master Agreement Administrator: Stacy Kearns; Stacey. lyn.kearns a@hp.com, 512-319-3018 Hewlett Packard Enterprise will provide Servers and Storage including related peripherals and services. (Bands 4 & 5). This Agreement will become effective upon its approval and execution by the parties and approval of the appropriate State officials, pursuant to Minn. Stat. §16C.05, subd. 2. 2. 'The State hereby approves the request of the Original Contract Vendor to assign to the Assigned Contract Vendors all its interests, rights, responsibilities, duties, and other provisions set forth in the Master Agreement, which is attached and incorporated as Exhibit C, provided the Original Contract Vendor and the Assigned Contract Vendors agree to all provisions set forth in this Assignment Agreement. Furthermore the Assigned Contract Vendors agree to the Pricing Schedules attached and incorporated as Exhibit A and B. These Pricing Schedules provide clarity to the established products and discounts assigned to each vendor and fully replace the Original Contract Vendor Master Agreement Pricing Schedule. 3. The Original Contract Vendor and the Assigned Contract Vendors jointly and severally represent and warrant to the State that: a. the Original Contract Vendor is not in default of any of its obligations under the Contract; and b. the Original Contract Vendor has assigned to the Assigned Contract Vendors, under separate agreement, sufficient information, rights to technology, and key personnel sufficient to enable the Assigned Contract Vendors to properly perform the duties, responsibilities, obligations, and all other provisions assigned to the Assigned Contract Vendors; in addition, Original Contract Vendor assigns all prepaid funds paid by the . Participating Entity under the Master Agreement for services, storage or subscriptions to.the applicable Assigned Contract Vendor who has received transfer of such services, storage and subscriptions and c. the Assigned Contract Vendors are ready, willing, and able to perform all of the duties, obligations, and responsibilities of the Master Agreement. 4. The Assigned Contract Vendors accept assignment of all the provisions of the Master Agreement. Ordering and invoicing for Hewlett Packard Company acting through Hewlett Packard Enterprise may begin on or after 81112015. Assignagree7 (07113) Assignment Agreement, Master Agreement No. MNWNC-115 Page 2 of 6 Ordering and invoicing for HP Inc. may begin on or after 111112015. Any and all amounts due to Hewlett Packard Company by the Participating Entity for goods and/or services provided by the Hewlett Packard Company Vendor prior to November 1, 2015, under the Master Agreement will be paid to Hewlett Packard Company by the Participating Entity. Any and all amounts due under the Master Agreement on or after November 1, 2015, will be paid to the Assigned Contract Vendors by the Participating Entity. 6. When applicable, payment for remaining work and travel expenses from the Master Agreement will be paid at the rates set in the Master Agreement. The amount to be paid to the Assigned Contract Vendors will not exceed the Contract's total costs, minus the total payments made to the Original Contract Vendor, 7. The Assigned Contract Vendors will provide proof of insurance with the coverage and in the amounts called for in the original solicitation document, attached" herein. It is understood currently Hewlett Packard Enterprise is a subsidiary of Hewlett Packard Company and therefore insured as required. Once the separation occurs November 1, 2015, insurance certificates will be provided for each new company. 8. The Assigned Contract Vendors will supply Affirmative Action Certification if so required by MN.Stat.§ 36A.36, or if applicable certify Assigned Vendor is in federal affirmative action compliance pursuant to MN.Stat.§ 363A.36. IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be duly executed intending to be bound thereby. 9. ORIGINAL CONTRACT VENDOR HEWLETT PACKARD COMPANY 4. ASSIGNED CONTRACT VENDOR The Original Contract Vendor certifies that the appropriate HP Inc. person(s) have executed this document on behalf of the Contract The Assigned Contract Vendor certifies that the appropriate Vendor as required by_ pplicab�Iebesolutions, or person(s) have executed the Contract on behalf of the Contract ordinances. Vendor as required by applicable articles, bylaws, resolutions, or ordinances. . By: Title: Senior Counsel By: Date: June 30, 2015 Title: Date: Title: Senior Counsel Date: June 30, 2015 By: Title: Date: 2. MATERIALS MANAGEMENT DIVISION and NASPO ValuePoint (formerly WSCA-NASPO) Master Agreement Administrator] 5. In accordance with Minn. St §16C.03, Subd. 3. By:•� Title. Acquisition Management Specialist Date: -217 3. COMMISSIONER OF ADMINISTRATION Or delegated r sentative. By: 0 ASSIGNED CONTRACT VENDOR HEWLETT PACKARD ENTERPRISE The Assigned Contract Vendor certifies that the appropriate person(s) have executed the Contract on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances Title: Senior Counsel Date: June 30, 2015 0 Date: z �/� Title: Date: Assignagree7 (07113) Assignment Agreement, Master Agreement No. MNWNC-115 Page 3 of 6 EXHIBIT A The Assigned Contract Vendors accept assignment of all the provisions of the Master Agreement MNWNG-115. The following pricing schedule reflects the products (Desktops -Band 1, Laptops Band 2, & Laptops Band 3) assigned to Hewlett Packard Inc. and replaces Exhibit B of Master Agreement MNWNG-115 held by Hewlett Packard Company. HP INC. MNNVP-133 EXHIBIT B - PRICING SCHEDULE COMPUTER EQUIPMENT: DESKTOPS, LAPTOPS, TABLETS BASELINE1. 2. BAND DISCOUNTS CATEGORY CODE DISCOUNT BAND 1 DESKTOP im 16% BAND LAPTOP ' BAND 3 TABLET 3M0% Category Exce tion: Promotions/Smart Bus PROMO 1 % IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Website for any additional discounts and request a quote for bulk/volume discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance. THIRD3. PARTY PRODUCTS . 10% (7—ategory Exception: Third Party Software TPS 5% See HP NASPOValuePoint Website for Approved Third Party Software & Hardware Manufacturers. 4. SERVICES • and Materials Rates and Custom Services Services are at the option of the Participating State. The Participating Addendum by each State may address service agreement terms. The majority of HP Branded products include up to a 3 year warranty and HP provides options to upgrade to 2, 3, 4 and 5 year warranty through HP Care Packs for some products as available. For product specifications & standard warranty included with system see: http://h7lO69.www7.hp.com/auickst)ecs/overview.htm1#1ntro 6. LEASING Partici atin1 Addendum may identiN if and how leasing agreement terms will be conducted. 6. ADDITIONAL DISCOUNTS — Requestquote a discounts on bulk/volume purchases. a. Big Deal Pricing: Contact HP sales for additional savings provided through "special, fixed pricing" (Big Deal). HP offers Multiple Transaction Volume based on the quantity, specific product or products purchased in a given time period. b. Cumulative and Special Discounts:_ Based on annual volume, HP will evaluate yearly sales on the Master Agreement and may elect to provide potential increased discount per band or provide specials for select products for the product category or series life cycle. c. Additional Bulk/Volume Discount Options: HP may provide procuring entities with different flexible savings options based on what meets their specific needs and requirements. HP may provide opportunities in the form of additional equipment if allowed by the Participating Entity. d. Contact HP for detailed list of additional discounts provided. Assignagree7 (07113) Assignment Agreement, Master Agreement No. MNWNC-115 Page 4 of 6 EXHIBIT B The Assigned Contract Vendors accept assignment of all the provisions of Master Agreement MNWNC-115. The following pricing schedule reflects the products (Servers Band 4, Storage Band 5) assigned to Hewlett Packard Enterprise and replaces Exhibit B of Master Agreement MNWNC-115 held by Hewlett Packard Company. HEWLETT PACKARD ENTERPRISE MNNVP-134 EXHIBIT B - PRICING SCHEDULE COMPUTER EQUIPMENT: SERVERS & STORAGE 1. BASELINEPRICING HP ENTERPRISE 2. BAND DISCOUNTS CATEGORY CODE DISCOUNT :. .% BAND 5 STORAGEf% n IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Website for any additional discounts and request a quote for bulk/volume discounts. All prices shall be FOB : Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside deliveN fee must be char ed, the Contract Vendor will notify the customer in advance. THIRD3. PARTY PRODUCTSt'. Category Exception: Third Party Software I TPS 5% Category Exception: Microsoft OIS when purchased with Band 4 items I 4M16 0% - See HP WSCA-NASPO Website for Approved Third Party Software & Hardware Manufacturers. 4. SERVICES - Offered ', - for Time and Materials Rates and Custom Services Services are at the option of the Participating State. The Participating Addendum by each State may address service agreement terms. The majority of HP Branded products include up to a 3 year warranty and HP provides options to upgrade to 2, 3, 4 and 5 year warranty through HP Care Packs for some products as available. For product specifications & standard warranty included with system see: hftp://h7lO63.www7.hp.com/guickspecs/overview.html#intro 5LEASING Participating Addendum may identi if and how leasin agreement terms will be conducted. 6. ADDITIONAL DISCOUNTS Request . quote . discounts . bulk/volume a. Big Deal Pricing: Contact H.P sales for additional savings provided through "special fixed pricing" (Big Deal). HP offers Multiple Transaction Volume based. on the quantity, specific product or products purchased in a given time period. b. Cumulative and Special Discounts: Based on annual volume, HP will evaluate yearly sales on the Master Agreement and may elect to provide potential increased discount per band or provide specials for select products for the product category or series life cycle. c. Additional BulkNolume Discount Options: HP may provide procuring entities with different flexible savings options based on what meets their specific needs and requirements. HP may provide opportunities in the form of additional equipment if allowed by the Participating Entity. d. Contact HP for detailed list of additional discounts provided. Assignagree7 (07113) Assignment Agreement, Master Agreement No. MNWNC-115 Page 5 of 6 *N:I I --] firo MASTER AGREEMENT MNWNC-115 Assignagree7 (07113) Assignment Agreement, Master Agreement No. MNWNC-115 Page 6 of 6 STATE OF MINNESOTA Materials Management Division 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 Voice. 651.296.2600 Fax: 651,297.3996 MINNESOTA WSCA-NASPQ MASTER AGREEMENT AWARD WITH. Hewlett Packard Company . . FOR COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers, and Storage including Related Peripherals & Services) To: Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 Contract Vendor Administrator. Debra Lee Email: debra.lee@ho.com Phone: 847.537.0344 CONTRACT NO: CONTRACT PERIOD:, . Through EXTENSION OPTION: MNWNC-115 April 1; 2015, or upon final executed signatures, whichever is later March 31, 2017 UP TO 36 MONTHS You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Tread State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions); 3. The Solicitation; and 4. the Contract Vendor`s response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. HEWLETT-PACKARD COMPANY The Contractor cer iiles that the appropriate person(s) have executed this Agreement on behalf of the Contractor as required by app! able des, bylaws resolutions, or ordinances, By: mn Title: P1�'f` llU�tic�. Date: rr f� sy: Title: Bate: 2. MINNESOTA MATERIALS MANAGEMENT DIVISION In accotdanre with Minn. Stat. § t 03, subd. 3. BY: Title: MuterA r AftinistratoF- Date:Date. ;I -z -� 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Or delegated representative. By. Date: ngIna .Sigrte FEB 2 6 2015 By Lucas J. Jannett CONTRACT NO. MNWNC-115 MASTER AG RE EMENTAWA RDCOMPUTEREQUIPMENT HEWLETT PACKARD COMPANY 0 COMPUTER EQUIPMENT 201.4-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS ................... ............ .. ,...................................:................................................................:2 SUMMARY................................................................................................:....................................................:.............3 EXHIBITA - TERMS & CONDITIONS....................................:........................................................................................5 EXHIBIT8 PRICING....................................................................................................................................................23 EXHIBIT B - PRICING SCHEDULE .................... .................................. .... I .............................. ..................................25 EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS).......................................................................................26 EXHIBITD -WEBSITE .......................................................................................................................................27 EXHIBIT E -ACTION REQUEST UPDATE FORM (ARF) .............................. .:......................................................... ....28 EXHIBITF REPORTING:..:..................................................................................................,....................................30 EXHIBIT G - DEFINITIONS .............................................................................31 I 2. CONTRACT NO. MHWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACCARD COMPANY COMPUTER EQUIPMENT 2014-20'19 �EPA17.17XEA7:1'`".b�.i4Dh�i3Nl�i�i'fftJN� MINNESOTA WSCA-NASPQ MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO' Cooperative Procurement Program (°WSCA-�NASPO") resulting in a Master Agreement Award. After evaluation by a mulli-state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Mester Agreements with qualified manufacturers- for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services). The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum, Bands awarded are identified below: Band 1: Desktop Band 3: Tablet Band S. Storage Band 2: Laptop Band 4: Server The original solicitation included Band B: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website. 2. EFFECTIVE DATE. The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017, with the option to extend up to 35 months, upon agreement by both parties. Contract Sales may not begin until the Website,'Product and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3» PARTICIPATION, All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of -the contract in their Participating Addendum as allowed by the Master Agreement. 4. .CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement, Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating. State will determine with the Contract Vendor hove to approve these modifications to the State's Product and Service Schedule. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of $100,000). ITEM CONFIGURATION* Server $500,000 Storage $500,000 Desktops $ 10,000 Laptops $ 10,000 Tablets $ .5,000 Peripherals $ 5,000 Services Addressed by each State in participating addendum " Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. CONTRACT NO, MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in'their Particlpating Addendum. The Participating State will determine with the contract Vendor how to approve these modifications to the State's Product and Service Schedule, a. Software 1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits. 2.' Software is an option which must be related to the procurement of equipment. 3. Software must be pre -loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment. b. Services 1. Services roust be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured.as managed on-site.services are not allowed. 5. Managed Print Services are not allowed. c. Third Party, Products. 1. Contract Vendors can only offer Third Party Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. 4 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2014-2019 - ��if'fAA'rtI'fif�Hi"ffF A'1'"i�t�iVi��fiR17'lt5h€ .� MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A - TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of -the proposed Contract Terns and Conditions, unless taken exception to,' as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2.: CONFLICT.OF TERMSIORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) c. The Solicitation including all Addendums; and d.. Contract Vendor's response to the Solicitation TiIese documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving. priority to these documents in the order listed above, Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor- quotation/sales.order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become apart of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be. numbered consecutively in the order they'are issued. 4.. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders. The Lead State reserves the right to accept all or pari of an offer, to reject all offers, to cancel the solicitation, or to re- issue the solicitation, whichever is in the best interest of the Lead State. The Sourcing Team will matte a recommendation on the award of this.RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as 8 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY specified in the introduction, of such, error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that -contain conflicting -false! -or -misleading statements or that provide references that contradict or do not -support an - attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by VVSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Susan Kahle Acquisition Management Specialist Department of Administration Materials Management Division 50 Sherburne Avenue 912 Administration Building St. Paul, MN 55155 Fax: 651,297.3996 E-mail: susan.kahle@state.mn.us B. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are Final. By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor trust: a. clearly mark all trade secret materials at the time the information is submitted; b, include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnity and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMI} Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN, Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. CONTRACT NO. MNwNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any pari thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RI=P. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and -conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER' MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions andlor specifications that: ' a. gives the responder taking the exception a competitive advantage over other vendors; or, b.. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shell[ be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand. In which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the'receipt of -the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 192 Administration Bldg'. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 CONTRACT NO. MNWNC-116 MASTER AdREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1%, or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and i, based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable.'This fee is to be included as part of the pricing submitted with proposal. Additionally; -some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such. reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement_ The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state..Ali such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF_PRECEDENCE. The Master Agreement shall consist of the following documents:. a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibitor Attachment. No other terms and conditions shall apply, including. terms and conditions listed in the Contract Vendor's response to the SollcRatlon, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever wittiout prior written approval of the WSCA-NASPO Master Agreement. Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. NEGOTIATED. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action to the extent the assignment is necessary far the Participating Entity to overcome Federal or State's bar on indirect purchases. 5. ASSIGNMENTISUBCONTRACT. NEGOTIATED Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part,. without the prior written approval of the WSCA-NAS PO. Master Ag reem ant Ad min istrator. Lead State, or Parlicipating Entity, shall not assign, delegate or otherwise transfer all or any part of this Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the off active date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goodstservices delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 7. CONFIDENTIALITY. NL_Q _-IX$CLQS.URE AND INJUNCTIVE RELIEF. NEGOTIATED 7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire.information that is confidential to Participating Entity or Participating Entity s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the performance of this-Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and. (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information").. Any reports or other documents or items (including software) that result from the use of -the Confidential Information by Contract Vendor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contract Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation.of nondisclosure prior to the time of its disclosure under this Master Agreement; (d)-'is obtained from a source other than Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is -independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had no access to the Confidential Information 7.2 Non-Disclosure. Contract Vendor shall hold Confidential Information: in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall advise Participating Entity immediately if Contract Vendor learns, or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating Entity, Contract Vendor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that .'upon termination of this Master Agreement or at Participating Entity's request, Contract Vendor shall turn over to :Participating Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 7.3 Injunctive Relief. Contract Vendor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contract Vendor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content. 7A. Contrag2E 113f�c rmation, Contractor information exchanged under this Agreement will be treated as confidential if identified and labeled as such at disclosure and if the circumstances of disclosure would reasonably indicate such treatment to the extent is is protected from disclosure under governing law. Confidential information may only.be used for the purpose'of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents (including WSCA-NASPO Cooperative Purchasing Organization LLC) or contractors with a need to know such information to support that, purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for three (3) years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: l) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or ill) where disclosure is required by law or a governmental agency. Contractor acknowledges that pricing, reported usage, and other provisions of this Agreement that describe the products and services available under the master agreement may be made publicly available. by WSCA-NASPO to promote use of the Agreement and shall not be considered Confidential. information. 7.5. personal Information. Each party shall comply with their respective obligations under applicable data protection legislation. Contractor does not intend to have access to personally identifiable information ("Pli") of Participating Entity in providing services. To the extent Contractor has access to Participating Entity PII stored on a system or device of Participating Entity, such access will likely be incidental and Participating Entity will remain the data controller of Participating Entity PII at all times. Contractor will use any PH to which it has access strictly for purposes of delivering the services ordered. CONTRACT NO. MNWNC-116 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 1.6 Participating Entity is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws. 8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach s written explantation for review by WSCA-NASPO. In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the _-.. use of federal funding, .to the.extent another form of certification is not required by a Participating'Addendum ..ar the order of the Purchasing Entity, the Contractors quote represents a recertification consistent with the terms of paragraph 8, Section 2D, Minnesota Terms and Conditions 9. DEFAULIS &REMEDIES. NEGOTIATED. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: 1: Nonperformance of contractual requirements; or ii. A material breach of any term. or condition of this Master Agreement; -or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar taw, by.or against Contract: Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof, or v.- Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the. nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole. or in part if the Lead State, in its sole . discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis_ Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shali.be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following rernedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii. Impose. Iiquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vandor's performance; and vi: Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase. Order, a Purchasing Entity shall provide written notice of default as described in this section and .have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. e. Contractor may discontinue performance with any Purchasing Entity if Purchasing Entity falls to pay any undisputed sum due, or with any Participating Entity if after thirty (30) days written notice Participating Entity has not cured any other material failure to perform under this Agreement. 10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F_0:13_ destination with all transportation and handling charges paid by the Contract Vendor_ Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement, 10 CON RACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 12. GOVERNING L . This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. 1NDEMNIFICAT10hi DELETED SLE SECTION 2017 14, INDEMNIFICATION — INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C117 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perforin any acts as agent for WSCA NASPO or the states, except as expressly set forth herein. 16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any Indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its awn charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. 17. INSURANCE, NEGOTIATED. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement„ maintain iIh full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, for each of the following categories: a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrencet$2 million general aggregate; b. Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. The Contract Vendor is responsible for payment of Contact related prem lams on all insurance policies, and deductibles. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) includes the Participating Entity as an additional insured; which endorsement may be met through the use of what is referred to as a "blanket' additional insured endorsement, and (ii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liabilit+/ insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished, upon request. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. 18. LAWS AND REGULATIONS: NEGOTIATED. Any and all supplies, services and equipment offered and furnished shall comply fully with ail applicable Federal and State laws and regulations. 11 CONTRACT NO. MNWNC-145 MASTER AGREEMENT AWARD COMPUTERECUIPMEN`r HEWLETT PACKARD COMPANY If software is licensed to Participating Entity for use in the performance of a US Government prime contract or subcontract, Participating Entity agrees that consistent with FAR 12.211 and 12.212, commercial computer software, documentation and technical data for commercial items are licensed under publisher's standard commercial license. Products and services provided under these terms are for Participating Entity's internal use and not for further commercialization. Participating Entity is responsible for complying with applicable Taws and regulations, including but not limited to, obtaining any required export or import authorizations if Purchasing Entity exports, imports or otherwise transfers products and/or deliverables provided under this Agreement. 19.ICL ENSE_OF PRE-EXISTING INTELLECTUAL PROPERTY DELETED � SLOE SECTION 21330 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. -- - -20.-;NO-WAIVER-OF SOVEREIGNMUNITY.., The Lead State, Participating Entity or -Purchasing Entity -to theextenft- - -- applies doss not waive its sovereign immunity by entering into this Contract and fully retains all immunities and. defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and. exclusively within the United States District Court.of the Participating Entity's State. 21. ORDER NUM6ERS. NEGOTIATED Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. "Order" means the accepted order including any supporting materials which the parties identify as incorporated either by attachment or reference ("Supporting Materials'). Supporting Materials may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of -work (SOWS), published warranties and service level agreements, and may be available to Participating Entity in hard copy or by accessing a designated Contractor website. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting. states in administering the WSCAINASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments. or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive_ 23. PARTICIPA'310N OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other. entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 24. PAYMENT.. NEGOTIATED. Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the. entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. Prices include the fee as specified in. section 1. 25_ PUBLIC INFORMATION.. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. NEGOTIATED. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, 12 CONTRACT No. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audita inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity; the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the -Master - Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. --The rights -and -obligations -herein -right exist -in addition to -any quality assurance -obligation -in the Master Agreement requiring the Contractor to self -audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entity's law. Contractor will be advised with reasonable prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor's ability to perform its obligations under this. Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to effect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Customer and its auditor as may be necessary to protect the Confidential Information of Contractor to the extent such limitations and assurances are not in conflict with Participating Entity's goveming laws. In no event will Contractor be required to provide Customer or its auditor with access to Contractor's internal costs and resource utilization data, or data related to employees or other customers of Contractor to the extent it's not in conflict with Participating Entity's governing law. 27. REPORTS - SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data, The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrafive Fee Reporting Tool found at hitn:/Avww..nasbo.oraiWNCPO/Calculator.asox. Any/all sales made under the contract shall be reported as cumulative totals by state, Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill -to and ship -to locations; Purchasing Entity and Contract Vendor Purchase Order identifierfnumber(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any -form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State -.no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CD -Rom, jump drive or ether electronic matter as determined- by the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. Timely, submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. . 28. ACCEPTANCE AND ACCEPTANCE TESTING. NEGOTIATED. a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the 13 CONTRACTNO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY Contractor's published specifications (a.k.a. "Specifications'). No payment shall be made for any Products or Servicos until the Purchasing Entity has accepted the Products or Services. The purchasing Entity will matte every effort to notify the Contractor within thirty (30) calendar days following delivery of nonacceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the.Product and. Services will be deemed accepted on the 31 � day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terns have been mutually agreed to by both parties in writing. . b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendumto place orders underthis Master Agreement) and the Contract Vendor shall determine if Acceptance ...- _._Testing -is- app licable. andlor required for the purchase. The teras in regards.to.acceptance testing. wiILbe:...._. __... negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. - c. - Installation- If Contractor isprovidinginstallation with the product purchase, Contractor's site guidelines- -- - (available upon -request) will describe the facilities Participating Entity is required to provide. Contractor -will- -- -conduct its standard installation and test procedures to confirm completion. 29. SYSTEM FAILURE OR DAMAGE, In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system` is defined at the time of the Order, otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. NEGOTIATED OWNERSHIP a. Intellectual. Property Rights. No transfer of ownership of any intellectual property will occur under this Agreement. Purchasing Entity grants Contractor a non-exclusive, worldwide, royalty -free right and license to.any intellectual property that is necessary for Contractor and its designees to perform the ordered services. If deliverables are created by Contractor specifically for Purchasing Entity and identified as such in Supporting Material, Contractor hereby grants Purchasing Entity a worldwide, nonexclusive, fully paid, royalty -free license to reproduce and use copies of the deliverables internally. b. Title. Title for. hardware products will pass upon delivery to Customer or its designee. Where permitted by law, .NP retains a security interest in products sold until full payment is received. 31. WAIVER OF BREACH. Failure of lead State. Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master. Agreement or Participating Addendum. Any waiver by the Leant State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. NEGOTIATES?. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following;: (a) the Product performs according to the Specifications (b) the Product is suitable•for the ordinary purposes for which such Product is used, and, (c) the Product is designed and manufactured in a commercially reasonable manner.. Products and services are provided with the standard manufacturer's published warranty, support, and software licensing terms ("Specifications"). Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any service concerns. For third party products sold by the Contract Vendor that are not Contractor -branded, the Contract Vendor sells the third party products with the manufacturer or publisher's standard warranty, license, and maintenance "AS IS". The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, .the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court. This Agreement states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warrarities. 14 CONTRACT NO. MNWNC-915 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RI=P and selected portions of response of the successful Proposer will become contractual obiigations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. _._. 2. _ACCESSIBILIT-Y-STANDARDS....The-State ..of -Minnesota .has developed IT Accessibility -Standards effective_....— -. ..... .-. September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A�D which can be viewed at ht,p—tp:/Iwww.mmd.admin.state.mn.us/pdf/accessibility ..5tandard.12df Responders -must -complete the WCAG-VPAT-form-included in the FORMS section -of the -RFP. -The cam le -VPAT --- -- form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the. responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT tt :lfmn. ovfoet/ olicies-an - rds/accessibilit /#r:. 3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any emplpyee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee: 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms. and conditions; costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. b AMERICANS WITH DISABILITIES ACT (ADA). DELETED. S. AWARD OF' RENTED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate" fully with all other Contract Vendors and the State in all such cases_ All Master Agreements between subcontractors and the.Contract Vendor shall include a provision requiring compliance with this section. 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contractor any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the -Contract Vendor shall include a prevision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION. a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon -which reliance was placed when this transaction was entered into. If it is later determined that the prospective lowertier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which. this transaction originated may pursue available remedies, including suspension and/or debarment. 15 CONTRACT NO. MNWNC-915 /MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY . 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms -covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, -- subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with -which this transaction originated 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion—Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to -exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a -lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension andlor debarment. , b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of INS proposal, that neither it nor itsprincipals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this propose;. 9. CHANGE REQUESTS. NEGOTIATED. The Lead State reserves the right to request, during the term of the Master. Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need_ The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already 16 CONTRACT NO. MNWNC-195 MASTER AGREEMENT AWARE) COMPUTER EQUIPMENT HEWLETT.PACKARD COMPANY established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State, The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval. Requests to change the scope of services or deliverables, on a per -Order basis; will require a change order signed by the Purchasing Entity and Contractor. 10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http:llwww.sec.gov/ruies&nal/2012/34-67Ll6.adf. 11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses and/or to respond to request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing, photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold tate Lead State, its representatives and employees harmless from any and all claims arising from the Violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or. location of data processing. under the Master Agreement will be performed. 14. +GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the —Minnesota Supreme Court as the same may be amended from time to time) as R applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the 'Minnesota Government Dale Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined -by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat_ § 13.08, apply to th a release of the data by either the Contract Vendor or the Lead State. The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendorrshall retain responsibility under the terms of this article for such wont. 15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery. 16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. 17 CONTRACT NO. MNWNC-118 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is. for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether ii will be a multiple award contract or not, you must complete the Affirmative Action Certification page. if the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract. Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.340010 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 4D full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Mina. -Stat: -§-363A 36, subd.1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than. 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that R is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. / requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the department of Human Rights (Commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract_ consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.355.2-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, Including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Slat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the. Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Heiman Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employand advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance. in employment physically and mentally disabled persons. 18 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY e. Consequences, The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat, § 363A.36, subd..'I and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless .the Lead State and the Participating Entity, its representatives and employees, from any and all third party claims or causes of action, -including all legal fees incurred by the Lead State and the Participating Entity arising from the negligence or willful misconduct in performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any Contractor -branded materials or products provided or produced by the Contract Vendor or utilized by the Contract Vendor in the . performance of this Master Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the. event of any such claim by any third party against the Participating Entity, the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend or settle, and hold harmless the Participating Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Participating Entity. If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either procure for the Participating Entity the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and at the Contract Vendor's expense. The Contractor has no obligation for any claim of infringement arising from: a. The Contractor's compliance with the Purchasing Entity's or by a third party on the Purchasing' Entity's behalf designs, specifications,or instructions, b. The Contractor's use of technical information or technology provided by the Purchasing Entity; c. Product modifications by the Purchasing Entity or a third party; d. Product use prohibited by Specifications or related application notes; or e. Product use with Products that are not the Contractor -branded. 19. LIMITATION OF LIA811LITY. Contractor will be responsible for damages that Purchasing Entity may incur as a result of purchasing products and services from HP, up to $10,000,000 (ten million dollars). Except for unauthorized use of Purchasing Entity's or Contractor's intellectual property, neither Purchasing Entity nor Contractor will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. Contractor does not limits its liability for death or bodily injury caused by Its negligence, acts of fraud, willful repudiation of the agreement, nor any liability which may not be excluded or limited by applicable law. 20. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, EISA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State orfederal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof_ 10 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HENILETT PACKARD COMPANY 21. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 22. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards: a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology crust be integrated into networks used to.share communications among employees, program participants, and the public; and .d -That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.' These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 23. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.85, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 24. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are'no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: a a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; s the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management. Division that shall include a description of the action the Contract'Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract," "Contract Vendor," "Master Agreement", "Master Agreement Administrator" and 'Contract Administrator" mods ied appropriately to preserve the State's rights. 25. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. NEGOTIATED. NOT APPLICABLE TO CONTRACT VENDOR. 26. PERFORMANCE WHILE'DISAUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 27. PREFERENCE. Targeted/Economically Disadvantaged. In accordance with Minn_ Stat. § 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. 20 CONTRACT No. MNWNC-415 MASTER AGREEMENT AWARE) COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY To verify TGIED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TG/ED Vendors.' To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's Helpline at 651.295.2600_ Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. if you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat. § 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in.the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at anytime on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD -214 or by the commissioner of veterans affairs; (2) veterans with service -connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or (3) any other veteran -awned small businesses certified under section 16C. 19, paragraph (d). In accordance with Minn. Stat. § 16C.19 (d), a veteran -owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran -owned small business or a service disabled veteran -owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran -owned small business must meet the statutory. requirements above by the solicitation opening date'and time. The preference is applied only to the first $500,000 of the.response. If responder is claiming the veteran -owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran -owned small businesses that.meet the statutory requirements and provide adequate documentation will be given the preference. 28. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information, You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 29. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not -limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees iridividually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products andlor services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 30. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an. individual purchase order. The Master Agreement number and the PO number must appear on all documents (e,g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract 34; RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: a. reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the. responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e.. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and 21 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLEiTPACKARD COMPANY f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master. Agreement. 32. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the .Contract Vendor or their authorized agent. 33. SEVERABILITY. 1f any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. if the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 34. STATE AUDITS (Minn. Stat. § 960.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction, The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 35. SURVIVABILITY. NEGOTIATED. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are'not limited to paragraphs: Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Benue, publicity, Intellectual Property Indemnification, and Admin Fees. Software licenses, warranty, and service agreement that were entered into under the terms -and conditions of the Agreement shall survive the expiration or termination of this Agreement 36. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37 22 CONTRACT NO. MNWNC-775 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING 1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage, 2. PRICE STRUCTURE. The contract employs a MINIMUM discount -off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The. minimum discount and categorized exceptions will be applied to all "quantity one" procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE. These discounts must remain firm,. or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price twist must be made available upon request pursuant to the audit provisions. 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. 6. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULKIVOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (Inlay and November). Refresh schedule is subject to change. See current configurations: htip:11www.wnrasr3.cam/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN. Trade -In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade -Ins. 11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 23 CONTRACT NO. MNwNC-1 i5 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY 12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order; In those situations in which the "deliver -to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO Without additional cost. If there is a special case where inside delivery fee must be changed, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 24 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY COMPUTER, EQUIPMENT 2014-20'19 MINNESOTA 'SCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING SCHEDULE BASELINE1. 2. BAND DISCOUNTS CODE DISCOUNT BAND I DESKTOP im 16% BAND 2 LAPTOP 2M 12% BAND 3 TABLET0' BAND 4 SERVER 4M 14% BAND5STORAGE 5M 20% Cateaory Exception: Promotions/Smart Bus PROMD 1% IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Website for any additional discounts and request a quote for bulktvolume discounts. All prices shalE be FOB Destination, prepaid and allowed (with freight included . in the price). If there Is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance. 3. THIRD PARTY PRODUCT$ TPH 10% _...CateRM Exce tion: Third Part SoftwareTPS 5% Category Exception: Microsoft O!S when purchased with Band 4 'items E4 116 0% See HP WSCA-NASPO Website for 60proved Third Party Software & Hardware Manufacturers. 4. SERVICES - •Services Services are -at the option of the Participating State. The Participating Addendum by each State may -address service agreement terms. The majority of HP Branded products include up to a.3 year warranty and HP provides options to upgrade to Z, 3, 4 and 5 year -warranty through HP Care Packs for some products as available. For product specifications & standard warranty included with system see: h :11h71 .www7.h .comt ui B§ ees/ove ' w.h t ntro Particii2atinq Addendum maV identify if and how leasing a reement terms will be conducted. 6. ADDITIONALDISCOUNTS a. Big Deal Pricing. Contact HP sales for additional savings provided through "special fixed pricing" (Big Deal). HP offers Multiple Transaction Volume based on the quantity, specific product or products purchased in a given time. period. b. Cumulative and Special Discounts: Based on annual volume, HP will evaluate yearly sales on the Master Agreement and may elect to provide potential increased discount per band or provide specials for select products for the product category or series life cycle. c. Additional Bulk/Volume Discount Options: HP may provide procuring entities with different flexible savings options based on what meets their specific needs and requirements..HP may provide opportunities in the forrn of additional equipment if allowed by the Participating Entity. d. Contact HP for detailed list of additional discounts provided. 25 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2a'14-209 9 'MINNESOTA''VIISCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS) 9. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The - PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor'Website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information: a. Band number b.- Part # - SKU # c. Manufacturer d. Description e. Minimum Discount f. , Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State 2. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS. utilizing an Action Request Form (ARF} Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. - Suggested format is provided below: MANUFACTURER NAME: BATE: BASELINE PRICE LIST: LINK: 4. 'THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products. include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota . WSCA-NASPO Master Agreement unless'approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Forma e. The approved Third Party Prod uct.list will be clearly posted on the Vendor provided website and updated as products are approved. 26 CONTRACT NO. MNWNC-796 MASTER AGREEMENT AWARD COMPUTER EQUWMENT HEWLETT PACKARD COMPANY BAND Part # - SICU# MANUFACTURER DESCRIPTION MINIMUM DISCOUNT CATEGORY CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 ZZZZZZZ LAPTOP CART 10% 2TM 3 123A ABC SUPER TABLET 25% 3A 4. 'THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products. include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota . WSCA-NASPO Master Agreement unless'approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Forma e. The approved Third Party Prod uct.list will be clearly posted on the Vendor provided website and updated as products are approved. 26 CONTRACT NO. MNWNC-796 MASTER AGREEMENT AWARD COMPUTER EQUWMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2014-20'19 .�5�#�A'l��ktEhi:T'�5'�A�lRllNl�i'FiA7'J1fN' ' MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT Q -WEBSITE 1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State For review and approval. The Lead State will -review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits maybe conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. 2, WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (Le,, public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a. Baseline Price List and historic versions b. Approved Product and Service Schedule (PSS) c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used �to.obtain an on-line quote d. =Third Party Product fist will be clearly posted on the Vendor provided website and updated as products are approved e. '-.Link to the WSCA-NASPO EmarketCenter f. inline ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h. .Sales representatives for participating entities i. Purchase order tracking j. Available Twenty -lour (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k.: Additional Terms may not be posted on the Website without written approval of the Lead State ). Link to the WSCA-NASPO EmarketCenter if a State is participating m. Information on accessibility and accessible products n.• If participating in'Premium Savings Package Program, lead with these products and display prominently on the website o. Links to environmental certification, including but not limited to take-backlrecycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: htip:d=.sec,aov/rules/finaV2012/34-67716.odf q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc. s. Link to Signed Participating Addendums t. Link to Signed'MasterAgreement u. Linkto solicitation and Response 3. TERMINATION Upon'termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 27 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT 14EWLETr PACKARD COMPANY COMPUTER EQUIPMENT 2014-2019 !MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARa.. EXHIBIT E - ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN. WSCA-NASPO MasterAgreement Administrator RAE: Master Agreement # with T (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: Update of Product & Service Schedule provide summary of additions; deletions and pricing changes. NOTE; THIS WILL BE -A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed Third Party Product Addition ^Marketing Approval Material Website Change Miscellaneous Inquiry Provide warranty Guarantee Attach Materials fog review Describe and provide link for review Provide detail (e.g. key contact change, etc_) The'Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: 28 CONTRACT NO. MNWNC 145 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2014-2019' D19 6&W&FEdrOr- ..MINNESOTA- WSCA-NAS PO r-..MINNESOTA-WSCA-NASRO MASTER AGREEMENT AWARD' EXHIBIT E - ACTION REOUST FORM (ARF) ACTION REQUEST FORM LOG Submit updated Action Lag with each update. Log must provide history of previous update. CONTRACT VENDOR: Contact Name and'Email (for questions): DATE: DATE ATION REQUESTED: DATE APPROVER SUBMITTED' 29 CONTRACT NO. MNWNC-495 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY btPAR fE1V7'OF:31A$dINIS` f A:i►i�N COMPUTER EQUIPMENT 2014-2019 - M.IN.NES_0T_A-W_ SCA-NASPO MASTER. AGREEMENT- -AWARD _ EXHIBIT F - REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports_ The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE- Reports shall be due no later than the last day of the month following'the end of the calendar quarter. Qi January 1 March 31 Aril 30 02 Aril 1 June 30 July 31 Q3 July 1 September 30 October 31 Q4 October 1 December 31 January 31 3. REQUIRED REPORTS: 30 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQuiPMENT HEWLETT PACKARD COMPANY Report Name Submitted to Purpose & Submittal 1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA_ NASPO NASPO 1) Go to: httA f/wvvw.nasgo.oMA NNCPOICalculgtgr.aspx . 2) Complete all contract report information fields 3) i=nter total sales per State or Select "no sales for quarter" checkbox 4) Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report M ay also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package (PSP) PSP Lead Additional reporting maybe requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 30 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQuiPMENT HEWLETT PACKARD COMPANY COMPUTER EQUIPMENT 2014-2019 rl'e`�'AR.7',sAEHi,d"�' APiAt�1VtS7'ttA7�dlY: -----MINNESO-T-A--W-SCA^NAS-P_0 MASTER AGREEMENT AWARD EXHIBIT G - DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP.. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromeboaks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of conlrol: All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER.. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs ofdhe users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the. manufacturer. It alsoincludes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Devises may also be offered undeF bands 1 5 of the Master- ngree,„en+ BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determinationlapproval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Paris that make up a computer configuration. Configuration. The combination of hardware and software .components that make up the total functioning system. Desktop. This is Hand 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically -comes in several units connected together during installation: 1) the processor, M CONTRACT NO. MNWNC-118 MASTER AGREEMENT AWARD COMPUTER EOUIPMENT HEWLETT PACKARD COMPANY 2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star& A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode.. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http.,//www.enMataLq-Q-v.- EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard - the IEEE 1680 EPEAT standard — and website www.epggt.net to identify products manufacturers have -declarad as meeting the standard.--EPEAT provides a clear and consistent set of performance criteria forhe cleslgn of products. It is not a third -party certification program. Instead, Manufacturers self -certify that their products are in conformance with.the environmental performance standard for electronic products. FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity- Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State wilt have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 160.08 defines general consulting for the $tate of Minnesota. https:/Iwww. revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. laptop Band may include notebooks, ultrabooks; and netbooks. Computers with mobile operating systems will also be included under the Laptop Band. Lead State. The State conducting this cooperative solicitation and centrally administering -any resulting Master. Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles ovens the trademark/patent and markets branded computer equipment. Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middieware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software. Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. Carder. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state -specific. language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Ag reement with any and ail exceptions noted and agreed upon. Participating States. States that utilize the Master Agreementestablished by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement, official for that state that covers local governments, political subdivisions, or other government entities in the state_ Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different - relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and 32 CONTRACT Na. MNWNC-175 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY maintenance for all peripherals on the Master Agreement. Examples of peripheralstaccessoriesloptions: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration, limits. Third party products are allowed to be offered as peripherals/accessoriesloptions and may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by Participating Entity or multiple entities conducting a cooperative purchase. Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of ---technology)-the-standard-configurations-for-a-stated-period-of time -tar -intervals. WSCA-NASPO-reserves the -right -to ---------- expand and modify the PSP throughout the life of the contract. See htt0:/MWw.wnAsy.com1index.htm1. Purchasing Entity — means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if,authorized by a Participating Addendum, that issues an order against the Master Agreement and becomes financially committed to the purchase" Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as tnstallationlde-installation, maintenance, support,.training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de -installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre -implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Bend 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. ". Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the providers hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life" Third) Party Products. Products sold by the Contract Vendor which are manufactured by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization of the national Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions.and other eligible entities (i.e,, colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of re0orts and may be performing contract administration functions as assigned by the Lead State Contract Administrator, 33 CONTRACT NO. MNWNC-115 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HEWLETT PACKARD COMPANY