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IT16-406 - Original - Right! Systems, Inc. - Cisco SMARTnet Annual Maintencance Renewal - 10/28/2016
u Records ern ICEI T Document WA..I. TON s�Y CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Right! Systems Inc. Vendor Number: 101110 JD Edwards Number Contract Number: iTlu-140 p This is assigned by City Clerk's Office Project Name: 2016 - 2017 Cisco SMARTnet Annual Maintenance Renewal Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 10/28/16 Termination Date: 10/27/17 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $1 615 78 Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 ', !RIGHT a0,'' ,` .:� - 3. 6 �13 SY EMS`"°:5°°M141 invoice 144678 FNE360.956.0336 Invoice Date 11107116 TIN:91.1603597 + NOV ? 5 `Hi16 Bill To: MJ_NAN� ff_ Alp Ship TO: CITY OF KENT CITY OF KENT-INFO TECH 2204TH AVENUE SOUTH ATTN:MARTA GONZALEZ/134018 ATTN ACCTS PAYASLE 400 WEST GOWE STREET,STE 122 KENT,WA 98032-5895 KENT,WA 98032 Customer — - -V -Ship-Via — P.Q.e� - - Terms-- - COK001 ELECTRON(C� Net 30 Days Parcha%e4FrdarNuhIber Salesperson Order6ate Our Order Number 134018 OP SSAD 11/07/16 66531 ,. Quantity Ordered Quanti Shl umber Unit of Measure Unit Price Extended Price Back Ordered item Description(Customer Part No.) Discount% Tax 1736 1736 CON-SNTP-SMS-1 0.95 1475.60 0 CISCO SMARTNET SNTP NEW CONTRACT 96063367 Y 10.28.16-10.27,17 TD 8019579443 CSCC 15217902 PO 86760 15A6 it Mi�Ce Cam Da Net due on 12/07/16 Nontaxable Subtotal 0.00 Taxable Subtotal 1476.60 Tax(9.500%) 140.18 Total Invoice 1615.78 Duplicate Page 1 CD # & m $ 7 \ \ § \ / < \ w ) j ~ CO * _ # / a e 7 \ J - ) / LL ® amp ) ~ = a 3 _ % e ° 3 G / y y \ \ 0) \ / 3 » � ® C) \ w ; « . A � 2) $ 0 LL (D ) k ) = 200 r & § o k D/ Q ID ƒ \ � ° ° 0 I { - ) { ) ( ) / 2 2 \ tLn\ a / 2 / ) DUS .0. N \ \ \ 0 § �� � � � a _ _ _ � b ) \ � \ / \ \ \ \ � a o = \ ` 2 : -Fa ) \ c E ° aRj « r m # ) § / { { _ 2 CL 0 L. \ ( � \ \ \ V 6 J \ § a) 0} \ \ \ ( 2 \ \ / goLU o o « > \ ! OD \ % ; \ / a Q § e E : a RE \ # M ( ) J 0 J - � o :t » c M ƒ / § m 2 / c . : E = (n & © , _ / \� ( So ( } \ � C, \ \ \ \ \ / � 2C? a / ? ] § j ) ) ( § \ ! § 5 \ A / E \ ) \ ) ! � p § # k - ZI, �2 ® % 4 § - 2 Joy - 2 ) § J \ � \ § : E 7 ) ! ) / j � k . ) w ,$ ± _ � m . � E � - = ELq ( ) " f3 � 00 2 / ) e DOCUSlgn Envelope 10;7B04EDSD•FA7B-0EED-AB44-EE00341C4lrD PARTICIPATING ADDENDUM WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19 Administered by the State of Utah (hereinafter "Lead State") MASTER AGREEMENT Aruba Networks, Inc. Master Agreement No: AR608 (hereinafter "Contractor") And State of Washington (hereinafter "Participating State/Entity") Contract No: 01114 I I DocuSilin Envelope ID:7804ED50-FA784EED-AI344-EF00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 Contents LSCOPE............................................. ............................................................... ........................ 3 2. PRODUCTS AND SERVICES................................................................................................................................................... 3 3. PRIMARY CON`FACrS............................................................................................................................................................3 4. PARTicipAlioN...................................................-..............................................................................................................3 S. AcQuisrrjoN AUTfioRITY......................................................................................................................................................4 5.1 Minority and Women's Business Enterprises(MWBE)........................................................................................4 5.2 Liens,claims and encumbrances... ................ ......................................................................................................4 5.3 Contract administration............................. ................................................................................................4 5.3.1 State contract administrator........................................................................... .............................................4 5.3.2 Administration of term contract.................-..............................................................................................5 5.4 Contractor supervision and coordination.....................-......................................................................................5 5.5 Statewide Payee Desk.................................................................................... .......................... ................. ..........5 5.6 Managementfee....................................................................................................................................................5 5.7 Contract sales report................................................... .....................................................................................6 5.8 Otherrequired term contract reports..................................................................................................................6 5.9 Common vendor-registration and bid-notification system...................................................................................6 5.10 Contractor qualifications and requirements.................................................. ......................................6 5.10.1 Qualified and established busIness............................................................................................................-7 5.10.2 Authorized Service Provider and product Reseller certifications..................................................................7 5.10.3 Dealer authorization........................................................................................................... 7 5.10.4 Assignment...................................................................................................................................................7 5,10.5 Contractor authority and Infringement.........................................................................................................7 5.10.6 Hours of labor..................................................................................................................................... 7 5.10.7 Materials and workmanship.......1.1-....11.1........-1..................................11............................-11....... 8 5.10.8 Hazardous materials......................................................................................................... 8 5.11 Payment................................... ...................................................................................................................8 5.11.1 Advance payment prohibited................................. .....................................................................................8 5.11.2 Payment................ ................................................................................................................................8 5.11.3 Invoicing and discounts.................................................................................................................................9 5.12 Taxes,fees and licenses.................. ................................... ..................................................................I.......9 5.13 Ownership of Data..............................................................................................Errorl Bookmark not defined. 5.14 Clearing of Data................................................................ ..................---.......Errarl Bookmark not defined. 5.15 Location of Data Storage......................................................................................Errorl Bookmark not defined. 5.16 Return of Data.....................................................................................................Errorl Bookmark not defined. 5.17 Security of Data.................................................................................................Errorl Bookmark not defined. 5118 Additional Roles................................................................................................Error]Bookmark not defined, 5.19 Lease Agreement.............. ...................................................................................Errofl Bookmark not defined. 6. INDEMNIFICATION.............. .............................................................................................................................................lo 7. CONFIDENTIALITY,NOWDISCLOSUREAND INJUNCnVE RELIEF......................................................................................................11 S. RECORDS RETENTION.....................................................................................................................................................12 9. TERMINATION................................. .......................................... ............................................... ....................................12 10. SURCONTRACTOPM.... ................................ ..................................................................................................................12 11. ORDERS............................................................................................................................... .......................................13 12. TERM--.................-.................................................................................................................................................13 13. NOTICES......................................................................................................................................................................13 14. ENTIRE AGREEMENT......................................................................................................................... Page 2 of 15 DocuSign Envelope ID:7B04ED5D�FA7B.4EED-AB44-EE00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 1. SCOPE Contractor and the Division of Purchasing and General Services,an agency of the Lead State have executed State Cooperative Contract,Contract Number AR608 for Data Communications Products and Services 14- 19("WSCA-NASPD Master Price Agreement"or"Master Agreement"), The Master Agreement,as now or hereafter amended,is Incorporated Into this addendum("Participating Addendum")as If set forth at length. This Participating Addendum covers the Data Communications Products and Services contracts led by the State of Utah for use by state agencies and other entities located In the Participating state of Washington authorized by that state's statutes to utilize state of Washington contracts with the prior approval of the state's chief procurement official.Capitalized terms not defined In this Participating Addendum shall have the meaning set forth in the Master Agreement, To the extent of a conflict of terms between the Master Agreement and this Participating Addendum,the order of precedence set forth in Section 1 of Attachment A of the Master Agreement shall apply. 2. PRODUCTS AND SERVICES Aruba Networks,Inc. has been awarded in the following categories: 5.2.2 Networking Software 5,2.6 Security 5,2.8 Switches 5.2.9 Wireless 3. PRIMARY CONTACTS The primary contact Individuals for this Participating Addendum are as follows (or their named successors): Contractor Name: Drew Tanguay Address: 1344 Crossman Ave,,Sunnyvale,CA 94089 Telephone: 1-408-419-4260 Fax: 1-408-752-0626 E-mail: atanguav@arubanetworks.com Washington State Name: Neva Peckham Address: 1500 Jefferson Street SE/PO Box 41411 Telephone: (360)407-9411 Fax: (360)586-2426 E-mail: neva.Deckham@des.wa.gov The Parties will keep and maintain current at all times a primary point of contact for administration of this Participating Addendum. 4. PARTICIPATION Use of speclfic WSCA-NASPD cooperative contracts by agencies,political subdivisions and other entities (Including cooperatives)authorized by an individual state's statutes to use state of Washington contracts Page 3 of 15 DocuSlgn Envelope 10:7804ED6D-FA7B,4EED-AB44-EE00342"FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 are subject to the prior approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official. S. Ac4uisrnoN AUTHORITY The Washington State Department of Enterprise Services(DES),enters into thls agreement on behalf of Washington Entitles,and acting under the authority of the Revised Code of Washington(RCW) 39.26 which regulates the manner In which state agencies may acquire services. 5.1 Minority and Women's Business Enterprises(MWBE) In accordance with the legislative findings and policies set forth in RCW 39.19,the State of Washington encourages participation In all of its contracts by minority and woman-owned businesses firms certified by the Office of Minority and Women's Business Enterprises(OMWBE).While the state does not give preferential treatment,It does seek equitable representation from the minority and women's business community.In addition,the state welcomes participation by self-identified minority and woman-owned firms and strongly encourages such firms to become certified by OMWBE. Participation may be either on a direct basis in response to this solicitation or as a subcontractor to a contractor.However,unless required by federal statutes,regulations,grants,or contract terms referenced In the original solicitation,no preference will be Included in the evaluation of bids,no minimum level of MWBE participation is required as a condition for receiving an award,and bids will not be evaluated, rejected or considered non-responsive on that basis. Any affirmative action requirements set forth in federal regulations or statutes included or referenced In the original solicitation will apply.Bidders are encouraged to contact OMWBE for information on becoming a certified firm as set forth in Washington Administrative Code(WAC)Chapters 326-02 and 326-20;or for information on other certified firms for potential sub-contracting arrangements. Nothing in this section Is Intended to prevent or discourage bidders from inviting participation from non-MWBE firms as well as MWBE firms. Prior to performance,an awarded bidder that is a MWBE or Intends to use MWBE subcontractors is encouraged to identify the participatingfirm(s)to DES. 5.2 Liens,claims and encumbrances All materials,equipment,supplies and/or services shall be free of all liens,claims,or encumbrances of any kind,and If DES orthe purchaser requests,a formal release of same shall be delivered to the respective requestor. 5.3 Contract administration 5.3.1 State contract administrator DES will appoint a single point of contact that will be the Contract Administrator for this contract and will provide contract oversight.The Contract Administrator will be the principal contact for the contractor for business activities under this contract.DES will notify contractor,In writing,when there is a new Contract Administrator assigned to this contract. Page 4 of 15 DocuSI®n Envelope ID:7a04E05D.FA78-4EED-A844-EE00342041FO WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 5.3.2 Administration of term contract DES may maintain Master Agreement contract information and pricing and make It available on DES's web site.The Master Agreement contract prices are the maximum price contractor can charge.The contractor may also,In Contractor's discretion,offer volume discounts to purchasers. 5.4 Contractor supervision and coordination Contractor shall: a. Use commercially reasonable efforts to competently and efficiently supervise and coordinate the implementation and completion of all contract requirements specified herein. b. identify the contractor's Authorized Representative,who will be the principal point of contact for DES concerning contractor's performance underthls contract, c. Immediately notify the Contract Administrator in writing of any change of the designated Authorized Representative assigned to this contract, d. Be bound by all written communications given to or received from the contractor's Authorized Representative. Violation of any provision of this section may be considered a material breach establishing grounds for contract termination. 5.5 Statewide Payee Desk Contractors must register with the Statewide Payee Desk,maintained by DES,In order to be paid for contract sales,Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here:Receiving Payment from the State. 5.6 Management fee Contractor will pay a management fee of 0,74 percent to DES on all state contract sales.The management fee must be rolled Into the contractor's current pricing,and not shown as a separate line Item on an Invoice. DES may Increase,reduce or eliminate the management fee,and reserves the right to negotiate contract pricing with the contractorwhen adjustment of the management fee might justify an increase in pricing.Written notifications of the management fee by DES became effective for new purchases or new change orders to existing purchases 30 calendar days after notification unless DES grants additional time. The state reserves the right to audit,or have a designated third party audit,applicable records to ensure that the state has been properly Invoiced and all management fees have been paid.Failure to accurately report total net sales,to submit a timely usage report,or remit timely payment of the management fee may be cause for contract termination,the charging of Interest or penalties,orthe exercise of other remedies provided bylaw, The management fee does not include or supersede fee terms owed to other entities such as the Western States Contracting Alliance(WSCA),National Association of State Procurement Officials Page 5 of 15 DocuSign Envelope ID:7804ED50-FA7B-0EED-AB44-EE00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 (NASPO)or governmental entitles other than the state of Washington. Management fee payment must reference the contract number,work request number(if applicable),the year and quarter for which the management fee Is being remitted,and the contractor's name as it Is known to DES,if not already included on the face of the check.All payments are sent to: Washington State Department of Enterprise services Finance Department 1500 Jefferson St.S.E. PO Box 41460 Olympia,WA 98504-1460 5.7 Contract sales report The management fee will be based on total contract usage(sales),which must be reported quarterly by the contractor in the Contract Sales Reporting System. DES will provide a login password and a vendor number. For each report,contractor must identify every purchaser who has made purchases during the reporting period,The"Miscellaneous"option may be used only with prior approval by DES,and use of this option without prior approval by DES may be cause for contract termination.Refer sales reporting questions to the Contract Administrator. Due date:Reports must be submitted electronically within 30 days after the end of the calendar quarter:no later than April 30,July 31,October 31 and January 31, Failure to provide reports in accordance with the schedule above may be cause for contract termination. 5.8 Other required term contract reports DES may require the contractorto provide a detailed annual contract sales history report.This report, If requested,will Include at a minimum,but is not limited to:product description,part number or other product identifier,per unit quantities sold, and contract price.This report must be provided to DES in an electronic format that can be read by MS Excel. Unless the solicitation specifies otherwise, all other required reports will be designed and approved by the parties by mutual agreement. 5.9 Common vendor-registration and bid-notification system Contractor shall be registered In Washington's Electronic Business Solution(WEBS),the state's common vendor-registration and bid-notification system.Contractors already registered need not re- register.It Is the sole responsibility of contractor to properly register and maintain an accurate vendor profile. 5.10 Contractor qualifications and requirements DES reserves the right to require receipt of proof of compliance with any of the requirements in this section within 10 calendar days from the date of request,and to terminate this contract as a material Page 6 of 1S Docu91®n Envelope 10:7804ED5D-FA70AEED.AB44-EE00342C41 FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR6O8 Washington Contract No:01114 breach for noncompliance with any requirement of this paragraph.Contractor shall maintain compliance with these requirements throughout the life of this contract. 5.10.1 Qualified and established business Prior to performance,or prior to that time if required by DES,law or regulation,contractor must be an established business with all required licenses,fees,bonding,facilities,equipment,and trained personnel necessary to meet all requirements and perform the work as specified In the solicitation 5.10.2 Authorized Service Provider and product Reseller certifications Upon request,contractor must provide evidence of its status as an authorized service provider or product reseller.Contractor shall maintain Its authorized service provider or product reseller status for the Initial term and any extensions of the resulting contract.If this status Is discontinued,this contract may be terminated. 5.10.3 Dealer authorization The contractor shall maintain dealer authorization from the manufacturer consistent with the requirements outlined in the original solicitation 5.10.4 Assignment Contractor shall not assign or otherwise transfer its obligations or any claim arising under this contract without the prior written consent of DES.Such consent will not be unreasonably withheld, Contractor shall provide a minimum of 30 calendar days advance notification of Intent to assign or otherwise transfer Its obligations underthis contract.Violation of this provision may be considered a material breach and be grounds for contract termination.Assignment or transfer of contract shall not relieve the contractor from Its responsibilities and obligations under the contract. 5.10.5 Contractor authority and Infringement Under this contract,contractor is authorized to sell only those materials,supplies,services and/or equipment as stated herein and allowed for by the contract provisions.Contractor shall not misrepresent to purchasers that they have the contract authority to sell any other materials,supplies, services and/or equipment.Further,contractor may not intentionally infringe on other established state contracts. 5.10.6 Hours of labor In compliance with RCW 4s M contractor agrees that no worker,laborer,or mechanic in the employ of the contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day,or 40 hours in any one calendar week. However,in cases of extraordinary emergency such as danger to life or property,the hours of work may be extended but in such cases the rate of pay for time employed In excess of the above shall be at the prevailing overtime rate of pay.Except,contracts will not require the payment of overtime rates for the first two hours worked in excess of eight hours per day when the employer has obtained the employee's agreement(as defined In WAC 296-127-022)to work a four-day,ten-hour work week. Page 7 of 15 DocuSign Envelope 11):7B04ED6D•FA7B-4EED•AB44-EE00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 5.10.7 Materials and workmanship The contractor Is required to furnish all materials,supplies,equipment and/or services necessary to perform contractual requirements. Materials,supplies,equipment and/orservices used in the performance of this contract shall conform to all applicable federal,state,and local codes, regulations and requirements for such equipment, Materials,supplies,and equipment shall be manufactured In accordance with standard commercial practices and standards for this type of materials,supplies,and equipment. 5.10.8 Hazardous materials Consistent with WAC 296-839 all manufacturers and distributors of hazardous substances, Including any of the Items listed In this contract,must include a complete material safety data sheet(MSDS)for each hazardous material.Additionally,each container of hazardous materials must be appropriately labeled with: — The identity of the hazardous material, — Appropriate hazard warnings,and — Name and address of the chemical manufacturer,importer,or other responsible party The Department of Labor and Industries may levy appropriate fines for noncompliance and agencies may withhold payment pending receipt of a legible copy of MSDS, It should be noted that OSHA Form 20 is not acceptable In lieu of this requirement unless it is modified to include appropriate Information relative to"carcinogenic Ingredients"and"routes of entry"of the product(s)in question. 5.11 Payment 5.11.1 Advance payment prohibited Advance payment may be made for service/maintenance payments only.Advanced payments may not exceed twelve(12)months. 5.11.2 Payment Payment is the sole responsibility of,and will be made by,the purchaser. Under Chapter 39.76 RCW,if purchaser falls to make timely payment(s),contractor may invoice for 1 percent per month on the amount overdue or a minimum of$1.Payment will not be considered late if a check or warrant Is mailed within the time specified.if no terms are specified otherwise in the solicitation,net 30 days will automatically apply. Payment(s) made in accordance with contract terms shall fully compensate the contractor for all risk, loss,damages or expense of whatever nature and acceptance of payment shall constitute a waiver of all claims submitted by contractor. Payment for materials,supplies and/or equipment received and for services rendered shall be made by purchaser and be redeemable in U.S.dollars.Unless otherwise specified,the purchaser's sole responsibility shall be to Issue this payment.Any bank or transaction fees or Page 8 of 15 1 DOwftn Envelope 10:7BO4EDSD-FA7B4EED-AB44-EE00342C41FD II WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR6O8 Washington Contract No:01114 similar costs associated with currency exchange procedures or the use of purchasing/credit cards shall be fully assumed by the contractor. Note:when the state has been overcharged or otherwise reimbursed,the purchaser may elect to have either direct payments or written credit memos issued.If the contractor falls to make timely payment(s)or Issuance of credit memos,the purchaser may Impose a 1%per month on the amount overdue 30 days after notice to the contractor. 5.11.3 Invoicing and discounts Contractor must provide a properly completed Invoice to purchaser.All invoices are to be delivered to the address Indicated In the purchase order. Each invoice must be Identified by the associated contract number;the contractor's statewide vendor registration number assigned by the Washington State Office of Financial Management (OFM),the applicable purchaser's order number,and must be in U.S.dollars.Invoices must be prominently annotated by the contractor with all applicable prompt payment and/or volume discount(s)and shipping charges unless otherwise specified In the solicitation. Invoices for payment will accurately reflect all discounts due the purchaser.Invoices will not be processed for payment,nor will the period of prompt payment discount commence, until receipt of a properly completed Invoice denominated in U.S.dollars and until all invoiced Items are received and satisfactory performance of contractor has been accepted by the purchaser.If an adjustment In payment is necessary due to damage or dispute,any prompt payment discount period shall commence on the date Final approval for payment is authorized. 5.12 Taxes,fees and licenses 5.12.1 Taxes Where required by statute or regulation,the contractor shall pay for and maintain in current status all taxes that are necessary for contract performance.Unless.otherwise indicated,the purchaser agrees to pay State of Washington taxes on all applicable materials,supplies,services and/or equipment purchased,No charge by the contractor shall be made for federal excise taxes and the purchaser agrees to furnish contractor with an exemption certificate where appropriate. 5.12.2 Collection of retail sales and use taxes In general,contractors engaged In retail sales activities within the State of Washington are required to collect and remit sales tax to Department of Revenue(DOR).In general,out-of-state contractors must collect and remit"use tax"to Department of Revenue If the activity carded on by the seller in the State of Washington Is significantly associated with contractor's ability to establish or maintain a market for Its products in Washington.Examples of such activity include where the contractor either directly or by an agent or other representative: — Maintains an in-state office,distribution house,sales house,warehouse,service enterprise,or any other in-state place of business; Page 9 of 15 DamBlgn Envelope ID:7B04ED5D-FA7B4EED-AB44-EE00342C4i Fo WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 — Maintains an in-state inventory or stack of goods for sale; — Regularly solicits orders from purchasers located within the State of Washington via sales representatives entering the State of Washington; — Sends other staff Into the State of Washington(e.g.product safety engineers,etc.)to Interact with purchasers In an attempt to establish or maintain market($);or — Other factors identified In WAC 458-20. 5.12.3 Department of Revenue registration for out-of-state contractors Out-of-state contractors meeting any of the above criteria must register and establish an account with the Department of Revenue.Refer to WAC 458-20-193 and call the Department of Revenue at 800-647-7706 for additional information.When out-of-state contractors are not required to collect and remit"use tax," purchasers located in the State of Washington are responsible for paying this tax,if applicable,directly to the Department of Revenue. 5.12.4 Fees/Licenses After award of contract,and prior to commencing performance underthe contract,the contractor shall payfor and maintain in a current status any licenses,fees,assessments,permit charges, etc.,which are necessary for contract performance, it is the contractor's sole responsibility to maintain licenses and to monitor and determine any changes or the enactment of any subsequent regulations for said fees,assessments,or charges and to Immediately comply with said changes or regulations during the entire term of this contract. 5.12.5 Customs/Brokerage Fees Contractorshall take all necessary actions, Including,but not limited to,paying all customs, duties,brokerage,and/or import fees,to ensure that materials,supplies,and/or equipment purchased under the contract are expedited through customs, Failure to do so may subject contractor to remedies available by law or contract.Neither DES nor the purchaser will Incur additional costs related to contractor's payment of such fees. 5.116 Taxes on invoice Contractor shall calculate and enter the appropriate state and local sales tax on all Invoices.Tax Is to be computed on new items after deduction of any trade-In property of like kind at Fair Market Value in accordance with WAC 458-20-247. 5.12.7 Overpayments to contractor Contractor shall refund to purchaser the full amount of any erroneous payment or overpayment underthis contract within 45 days'written notice.If contractor fails to make timely refund, purchaser may charge contractor 1 percent per month on the amount due,until paid in full. 6. INDEMNIFICATION Contractor shall Indemnify Agency as set forth in Section 11 and 12 of the WSCA-NASPO Master Agreement,subject to Agency's compliance with the terms of such Master Agreement and this Participating Addendum as stated below: Page 10 of 15 DoeuSlgn Envelope ID:7B04EDSD-FA70-0EED-AB44-EE00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 The Contractor shall defend,Indemnify and hold harmless WSCA-NASPO,the Lead State and Participating Entities along with their officers,agencies,and employees as well as any person or entity for which they may be liable from and against claims,damages or causes of action including reasonable attorneys'fees and related costs for any death,injury,or damage to property arising from act(s),error(s),or omission(s)of the Contractor,Its employees or subcontractors or volunteers,at any tier,relating to the performance under the Master Agreement. This section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. The Contractor shall defend,indemnify and hold harmless WSCA-NASPD,the Lead State and Participating Entities along with their officers,agencies,and employees as well as any person or entity for which they may be liable("Indemnified Party")from and against claims,damages or causes of action Including reasonable attorneys'fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ('1rdeilectual Property Claim'),The Contractor's obligations under this section shall not extend to any combination of the Product with any other product,system or method,unless: (1) The Product,system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product;or (c) reasonably required, in order to use the Product In Its intended manner,and the Infringement could not have been avoided by substituting another reasonably available product,system or method capable of performing the same function;or (2) It would be reasonably expected to use the Product in combination with such product, system or method. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim.Even if the Indemnified Party fails to provide reasonable notice,the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that It was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim,it shall have control over the defense and settlement of it. However,the Indemnified Party must consent in writing for any money damages or obligations for which it maybe responsible. The Indemnified Party shall furnish,at the Contractor's reasonable request and expense, information and assistance necessary for such defense.if the Contractor falls to vigorously pursue the defense or settlement of the Intellectual Property Claim,the Indemnified Party may assume the defense or settlement of It and the Contractor shall he liable for all costs and expenses, Including reasonable attorneys'fees and related costs,Incurred by the Indemnified Party I n the pursuit of the intellectual Property Claim.This section is not subject to any limitations of liability in this Master Agreement or in any other document executed In conjunction with this Master Agreement. 7. CONFIDENTIALITY,NON-DISCLOSURE AND INJUNCTIVE RELIEF All bid submissions become public records and will be disclosed upon request as required bylaw 42.56 RCW,the Public Records Act(PRA). Page 11 of 15 DocuSign Envelope 10:7B04ED50-FA713AEED-AB44-EE00342C41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 All proprietary Information,confidential information or trade secrets ("confidential content")contained In a bid submission must be clearly identified.A bidder must clearly Identify each and every page containing confidential content by clearly and conspicuously printing the word"Confidential"on the lower right hand corner of the page. DES will not honor marking of the entire Proposal,entire sections of a Proposal or the pricing or financial information as Confidential. To the extent consistent with the PRA,DES shall maintain the confidentiality of Bidder's clearly Identify confidential content. If a request is made to view confidential content,DES will notify Bidder of the request and of the date ("disclosure date")that the confidential content will be disclosed to the requester unless: 1. Bidder obtains a court order enjoining that disclosure or 2. Bidder and Requester independently agree on the extent of the disclosure.Any such Independent agreement between bidder and requester must be sent to DES by an authorized corporate officer of the requester prior to the disclosure date Unless Bidder obtains a court order enjoining disclosure, DES will disclose the requested Information on the disclosure date. 8. RECORDS RETENTION The Contractor will maintain,or require the maintenance of all records necessary to properly account for the payments made to the Contractor for costs authorized by this Participating Addendum for up to a seven year period.The Contractor agrees to allow WSCA-NASPO,State and Federal auditors,and state agency staff access to all the applicable records of this Participating Addendum and any order placed under this Participating Addendum,for audit and inspection,and monitoring of services.Such access will be 1) with at least ten(10) business days advance written notice,during normal business hours,2)shall not unduly interrupt or interfere with Contractor's normal business operations,and 3) In the event that such audit Is conducted by a third party,such third party shall,prior to conducting such audit,execute a confidentiality agreement forthe benefit of the Contractor in a form reasonably satisfactory to Contractor. 9. TERMINATION This Participating Addendum maybe terminated In accordance on the same terms asset forth in the WSCA Master Agreement, 10.SUBCONTRACTORS All Contractor's Fulfillment Partners(defined below),authorized in the State of Washington,as shown on the dedicated Contractor's(cooperative contract)website("Fulfillment Partners"),are approved to provide sales and service supportto participants in the WSCA-NASPO Master Price Agreement,e.g.for direct order taking,processing,fulfillment or provisioning.The Fulfillment Partners' participation will be In accordance with the terms and conditions set forth in the aforementioned Master Agreement. Subject to approval of the Washington,and at the sole discretion of Contractor,Contractor may add Fulfillment Partners at any time during the term of this Participating Addendum.Contractor may designate Page 12 of 15 DoauSign Envalopa In;7B04ED5D.FA7B4EED-AB44-EE00342C41FD li WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR609 Washington Contract No:01114 a minimum of two Fulfillment Partners and no set maximum number of Fulfllment Partners to provide sales and services support.Contractor,In its sole discretion,is not required to add,and may delete upon thirty(30)days written notice,any Fulfillment Partner who does not meet Contractor's established qualifying criteria,or where the addition of the entity would violate any state or federal law or regulation. 11.OR13ERS Any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under(and governed by the prices and other terms and conditions)of the MasterAgreement unless the parties to the Order agree In writing that another contract or agreement applies to such Order. Purchasers may place orders directly only through Contractor's approved Fulfillment Partners orthrough Contractor for products or services as authorized under this Participating Addendum.Only those Fulfillment Partners approved and listed during the term of Participating Addendum at Contractor's website are authorized to directly provide quotes,receive purchase orders, Invoice Customers,and receive payment from purchasers on Contractors behalf. Except as otherwise set forth in the qualifying criteria,Contractor will not,directly or Indirectly,restrict any Fulfillment Partners participation or ability to quote pricing for a Customer. The approved Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts established by Contractor under the Master Agreement. However,the Fulfillment Partner may offer any additional Incremental discounts to state of Washington,and such additional discounts if offered,may be provided In the discretion and as the sole legal obligation of the approved Fulfillment Partner to the state of Washington. The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum. 12.TERM The term of this Participating Addendum shall begin on the later of June 1,2014,or the date of last signature below. The term shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated In accordance with the Master Agreement, whichever shall occur first. 13.NoncEs Notwithstanding anything contained In the Master Agreement to the contrary,all notices required or permitted under this Participating Addendum will be in writing and will be deemed given: (a)when delivered personally; (b)when sent by confirmed facsimile or electronic mail(c)three(3)days after having been sent by registered or certified mall, return receipt requested,postage prepaid;or(d)one(1)day after deposit with a commercial express courier specifying next day delivery,with written verification of receipt. All communications will be sent to the addresses set forth Section 5 of this Participating Addendum or such other address as may be designated by a party by giving written notice to the other I Page 13 of 15 Dowaian Envelope ID:7804EDBD•FA7B-0EED-AB44-EE00342c41FD WSCA-NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR609 Washington Contract No:01114 party pursuant to this paragraph,or, In the absence of such an address from Customer,to the address to which the last Invoice under this Participating Addendum was sent before notice Is served. Page 14 of 15 Docu3ian Envelope ID:7804ED6D•FA7134EED•AB44-EE00342C41 FD WSCA•NASPO DATA COMMUNICATIONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR608 Washington Contract No:01114 14.ENTIRE AGREEMENT This Participating Addendum and the MasterAgreement(including all amendments and attachments thereto)constitute the entire agreement between the parties concerning the subject matter of this Participating Addendum and replaces any prior oral or written communications between the parties,all of which are excluded, There are no conditions,understandings,agreements,representations or warranties, expressed or Implied,that are not specified herein. This Participating Addendum may be modified only by a written document executed by the parties hereto. IN WITNESS WHEREOF,the parties have executed this Participating Addendum as of the date of execution by both parties below. State of Washington Contractor:Aruba Networks, Inc. nartment of E rise Services 8y: rL� Name: ?-I Name: Neva Peckham Joshua Gash Inmmer --migCtnr C. Counsel Title: Title: Aruba Networks,Inc. Contracts Specialist Date: Il- ' I Date: 3 Zca Name: Title: Acting It Contracts Unit Manager Date: z Name: Christine Warnock . Title: State Purchasing Agent Date: I I L Page 15 of 15 NASPO ValuePoint Page 1 of 1 Washington State Department of Enterprise $mites NASPO ValuePoint NASPO ValuePoint creates multi-slate contracts In order to poll cosFeffective and xesoe efficient acquisdien of quality products and services.NASPO contracts maximize cost AVaiueP0lnt avoidance,reduce Individual state administrative costs,and encourage market competition and product availability through standard specifications and consolidated requirements. NASPO contracts are available for use by public agencies when approved by the Stale Purchasing Director. • Training video • View other NASPO Contracts WSCA Contract _ Contract# 'Lead Slate Expimtlon Date ^t Electronic Monitoring of Offenders CO212 ;Washinotan 1231-2016 NASPO Managed Print Services L02'S '.New Mexiw 0837-2020 Commercial Card Solutens - C0612 Washington 12a1-2016 NASPO Data Communications 01714 Utah 05-11-2019 WSCA(MA268)Publle Claud Hosting Service 01413 Utah 07-31-2017 is NASPO Police Radar,Lider,Parts&Equip 01611 Washington ID-30-2017 Oklahoma Auto Exl.Defibddafors-NASPO — 01710 Oklahoma 03-31-2017 ',;{ NASPO Facilities MRO 01711 Nevada 02-28-2017 1 TVes,Tubes BSrv.(Utah) OP12 Utah 03-31-2017 'A _ '.I Breast Pumps&Access NASPO Value 0191010 Washington _ __01-17-2017 NASPO Managed Print Services 02012 New Mexico OB-31-2016 NASPO VALUEP01NTAIdam FKA:WSGAAidfare 02013 Oregon 01-31-2017 Mail and Postage Machines and Service 02713 Arizona 10-11-2016 Soy Formula-Rebate NASPO ValuePoint 1 02715 09-30-2018 C1 _ OnlineAuctionServlces-NASPO 02814, New Mex ..- ico OB-19-2018 f Small Package Delivery-NASPO Value Point 03� 311 Utah 08-27-2018 'j Mail and Postage Machines and Service 03415 _ Arizona 10-11-2016 Nationwide Vehicle Rental Services 0371G oration 10-16-2017 J NASPO Ink and Toner 0451' Oregon 02-02-2017 Q Data Bresoh-Credit Monitoring - __ 04715 Idaho 02-22-2018 d Security Technology Services 04814 Nevada 10-31-2017 NASPO Copiers,Printer&Related Devices 05214 Nevada 0 3-31-2 01 8 Formula Indent-Rebates NASPO ValuePoin 05411 Washington 09-30.2018 Interpreter Services,Telephone NASPO _ 05=14 New Mexlco D3-04-2017 Computer Equipment __ D5915 Minnesota 03-31-2017 WSCA-NASPO Mobile Phanes _ 0601, _Nevada �r nG 30 2019 Vehicle Lilts and Related Garage Equlp.(WSCA) 075-Washington 12312016 _ •. _NASPO Public Safety Communications Equipment C6913 6 3 22013 Body Armor NASPO C7115 Colorado 03152018 _ NASPO Lodging Program J� 07614 Oregon 08-Gi-2020 °l Active for Recording Purposes Only 0792 Nevada 06-30-2020 Emergency Light Bars,Slrens&Aco(MCA) C82i3___i_Minnesuta 04-30-2017 WSCA Clautl Services ESRI __ 08713 UTAH 07_31-2017 NASPO Breast Pumps,Related AcoA Service C9515 Washington 01-17-2019 l http://www.des.wa.gov/services/ContractingPurchasing/CurrentCont... 8/15/2016