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IT2014-0231 - Original - WSCA NASPO - Data Communications Products - Master Agreement Number AR233 - 06/01/2014
STATE OF UTAH - STATE COOPERATIVE CONTRACT CONTRACT NUMBER AR233 1. CONTRACTING PARTIES: This State Cooperative Contract is between the Division of Purchasing and General Services(State), 3150 State Office Building,PO Box 141061,Salt Lake City,UT 84114-1061,an agency of the State of Utah,and the following CONTRACTOR: Cisco Systems,Inc. LEGAL STATUS OF CONTRACTOR Name ❑ Sole Proprietor 170 West Tasman Dr. ❑ Non-Profit Corporation Address ® For-Profit Corporation San Jose CA 95134 ❑ Partnership City State Zip ❑ Government Agency (Corporate Headquarters Address) Contact Person Mimi Farr Phone#408-527-2627 Fax#408-608-1802 Email mimnguyeacisco.com Federal Tax ID#77-0059951 Vendor#VC0000118462 Commodity Code#20458,20464,20621,20623,20659, 83833, 83800, 88332,92000 2. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is toprovide: Data communication equipment and services. A detailed list of awarded categories and subcategories are included in Attachment B-Scope of Work. Cisco is authorized to provide equipment and services in the following categories: 5.2.1 Data Center Application Service 5.2.2 Networking Software 5.2.3 Network Optimization and Acceleration 5.2.4 Optical Networking 5.2.5 Routers 5.2.6 Security 5.2.7 Storage Networking 5.2.8 Switches 5.2.9 Wireless 5.3.0 Unified Communications 3. CONTRACT PERIOD: Effective date: June 1,2014 Termination date: May 31,2019 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options(if any): N/A 4. PRICING AS PER THE ATTACHMENT C PAYMENT TERMS: Net 30 DAYS REQUIRED FOR DELIVERY: 30 days ARO MINIMUM ORDER: N/A FREIGHT TERMS: FOB Destination,Freight Prepaid 5. ATTACHMENT A: Standard Contract Terms and Conditions, State Cooperative Contract ATTACHMENT B: Scope of Work ATTACHMENT C: Product Offerings and Pricing ATTACHMENT D:Vendors Response to Solicitation JP14001.The parties hereby acknowledge and agree that any exceptions stated in attachment"D"—Vendor's Proposal Response have been removed and/or resolved between the parties. Any exception in attachment"D"are explicitly NOT a part of this contract. Any conflicts between Attachment A and other Attachments will be resolved in favor of Attachment A. State specific Terms and Conditions will be found in the executed Participating Addendums. State Terms State of Utah Contract Number AR233 and Conditions in an executed Participating Addendum will take priority in the event of conflict between those terms and conditions and this Cooperative Contract. 6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED: a. All other governmental laws,regulations,or actions applicable to the goods and/or services authorized by this contract. b. Utah State Procurement Code,Procurement Rules,CONTRACTOR'S response to Bid QP14001 and JP14001-1 dated August 30,2013 and December 2,2013. IN WITNESS WHEREOF,the parties sign and cause this contract to be executed. CONTRAC STATE OF UTAH March 19 2014 2eZ,/e7/ Contra�� Signat PsbFo ure nn Date Director,Div.of Purchasing&General Svs. D to Dlredy,FFkwm Type or Print Name and Title APPROVED BY LEGAL Rev 05/14/12 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 Cisco Systems, Inc. (hereinafter "Contractor" or "Cisco") Master Agreement No: AR233 And State of Washington (hereinafter "Participating State/Entity") Washington Contract No: 01114 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 Contents 1. SCOPE...............................................................................................................................................................3 2. PRODUCTS AND SERVICES.....................................................................................................................................3 3. PRIMARY CONTACTS............................................................................................................................................3 4. PARTICIPATION...................................................................................................................................................4 S. ACQUISITION AUTHORITY.....................................................................................................................................4 6. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT...........................................................4 6.1 Minority and Women's Business Enterprises(MWBE) ..........................................................................4 6.2 Liens, claims and encumbrances.............................................................................................................4 6.3 Contract administration..........................................................................................................................4 6.3.1 State contract administrator...........................................................................................................4 6.3.2 Administration of term contract...........................................................................I.........................4 6.4 Contractor supervision and coordination...............................................................................................4 6.5 Statewide Payee Desk.............................................................................................................................5 6.6 Management fee.....................................................................................................................................5 6.7 Contract sales report...............................................................................................................................6 6.8 Other required term contract reports....................................................................................................6 6.9 Common vendor-registration and bid-notification system....................................................................6 6.10 Contractor qualifications and requirements.......................................................................................6 6.10.1 Qualified and established business.................................................................................................6 6.10.2 Contractor authority and infringement..........................................................................................7 6.11 Payment..............................................................................................................................................7 6.11.1 Advance payment prohibited..............................................................................................................7 6.11.2 Payment..............................................................................................................................................7 6.11.3 Invoicing and discounts.......................................................................................................................7 6.12 Taxes,fees and licenses .....................................................................................................................8 6.13 Ownership of Pre-Existing Intellectual Property.................................................................................9 6.14 Additional Roles..................................................................................................................................9 6.15 Lease Agreement.................................................................................................................................9 7. INDEMNIFICATION........................................................................................................................ ......................9 8. CONFIDENTIALITY,NON-DISCLOSURE AND INJUNCTIVE RELIEF...................................................................................10 9. RECORDS RETENTION.........................................................................................................................................11 10. TERMINATION...............................................................................................................................................11 11. SUBCONTRACTORS.........................................................................................................................................11 12. ORDERS.......................................................................................................................................................12 13. TERM...........................................................................................................................................................12 14. NOTICES.......................................................................................................................................................12 15. ENTIRE AGREEMENT.......................................................................................................................................13 Page 2 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 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 AR233 for Data Communications Products and Services 14- 19 ("WSCA-NASPO 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 Cisco has been awarded in the following categories: 5.2.1 Data Center Applications 5.2.2 Networking Software 5.2.3 Networking Optimization&Acceleration 5.2.4 Optical Networking 5.2.5 Routers 5.2.6 Security 5.2.7 Storage Networking 5.2.8 Switches 5.2.9 Wireless 5.3.0 Unified Communications 3. PRIMARY CONTACTS The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Name: Angelene Feril Address: 170 West Tasman Drive,San Jose,CA 95134 Telephone: (408)424-0712 Fax: (408)608-1729 E-mail: aferil@cisco.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.peckham@des.wa.Rov The Parties will keep and maintain current at all times a primary point of contact for administration of this Participating Addendum. Page 3 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No: AR233 Washington Contract No:01114 4. PARTICIPATION Use of specific WSCA-NASPO cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to use state of Washington contracts 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. ACQUISITION AUTHORITY The Washington State Department of Enterprise Services(DES), enters into this Participating Addendum acting under the authority of the Revised Code of Washington (RCW) 39.26 which regulates the manner in which state agencies may acquire services. 6. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT 6.1 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 or as a subcontractor to a contractor. 6.2 liens,claims and encumbrances Subject to the terms of Section 30 of the Master Agreement, hardware for which DES or the Purchaser has paid in full, shall be free of all mechanic's and materialmen's liens, claims,or encumbrances of any kind, and if DES or the Purchaser requests, written documentation of same shall be delivered to the respective requestor. 6.3 Contract administration 6.3.1 State contract administrator DES will appoint a single point of contact that will be the Contract Administrator for this Participating Addendum and will provide contract oversight. The Contract Administrator will be the principal contact for the Contractor for business activities under this Participating Addendum. DES will notify Contractor, in writing, when there is a new Contract Administrator assigned to this Participating Addendum. 6.3.2 Administration of term contract DES may maintain Participating Addendum information and pricing and make it available on DES's web site. The Participating Addendum prices are the maximum price Contractor can charge. The Contractor may also offer volume discounts to Purchasers. 6.4 Contractor supervision and coordination Contractor shall: a. Supervise and coordinate the implementation and completion of all Participating Addendum requirements specified herein. Page 4 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 b. Identify the Contractor's Authorized Representative,who will be the principal point of contact for DES concerning Contractor's performance under this Participating Addendum. c. Promptly notify the Contract Administrator in writing of any change of the designated Authorized Representative assigned to this contract. Violation of any provision of this section may be considered a material breach establishing grounds for Participating Addendum termination. 6.5 Statewide Payee Desk Contractors must register with the Statewide Payee Desk, maintained by DES,in order to be paid for sales under this Participating Addendum. Washington state agencies cannot make payments to Contractor until Contractor is registered. Registration materials are available here: Receiving Payment from the State at http://www.des.wa.gov/services/ContractingPurchasing/Business/VendorPaVIPages/defauIt.aspx. 6.6 Management fee Contractor will pay a management fee of 0.74 percent to DES on the Net Purchase Price(as later defined) of 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. Payment will be calculated for all sales, net of returns and credits. "Net Purchase Price"=Contractor's product list price,minus all applicable contract discounts, rebates or value added incentives and excluding sales, use or other applicable taxes,surcharges or like fees,to the extent applicable to an order. DES may increase, reduce or eliminate the management fee,and reserves the right to negotiate Participating Addendum pricing with the Contractor when adjustment of the management fee might justify an increase in pricing.Written notifications of the management fee by DES become effective for new purchases or new change orders to existing purchases at the later of 1)30 calendar days after notification(unless DES grants additional time)or 2) an Amendment to this Participating Addendum signed by both parties. 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, or the exercise of other remedies provided by law. Such audit 1)will be with at least ten(10) business days advance written notice,2)will be during normal business hours, 3)shall not unduly interrupt or interfere with Contractor's normal business operations,and 4)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 for the benefit of Contractor in a form reasonably satisfactory to Contractor. 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 (NASPO)or governmental entities other than the state of Washington. Management fee payment must reference the Participating Addendum 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: Page 5 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 Washington State Department of Enterprise services Finance Department 1500 Jefferson St.S.E. PO Box 41460 Olympia,WA 98504-1460 6.7 Contract sales report The management fee will be based on total contract usage(Net Purchase Price of sales) under this Participating Addendum,which must be reported quarterly by the Contractor in the Contract Sales Reporting System at http://gaapolyOl/CUS/Login.aspx?ReturnUrl-%2fCUS%2fDefault.aspx 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 termination of this Participating Addendum. 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 termination of this Participating Addendum. 6.8 Other required term contract reports DES may require the Contractor to 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 this Participating Addendum specifies otherwise, all other required reports will be designed and approved by the parties by mutual agreement. 6.9 Common vendor-registration and bid-notification system Contractor shall be registered in Washington's Electronic Business Solution(WEBS) at https://fortress.wa.gov/ea/webscust/,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. 6.10 Contractor qualifications and requirements DES reserves the right to require receipt of proof of compliance with any of the requirements in this section within 20 calendar days from the date of request, and to terminate this Participating Addendum as a material breach for noncompliance with any requirement of this Section 5.10. Contractor shall maintain compliance with these requirements throughout the life of this Participating Addendum. 6.10.1 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 this Participating Addendum. Page 6 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No: AR233 Washington Contract No:01114 6.10.2 Contractor authority and infringement Under this Participating Addendum,Contractor is authorized to sell only those Products and Services as stated in Section 2 herein.Contractor shall not intentionally misrepresent to Purchasers that it has the authority to sell any other materials,supplies,services and/or equipment under this Participating Addendum. Further, Contractor may not intentionally violate other established state of Washington contracts. 6.11 Payment 6.11.1 Advance payment prohibited No advance payment shall be made for the Products and Services furnished by Contractor under this contract,with the exception of maintenance and subscription-based services. If mutually agreed with Purchaser,Contractor may invoice the Purchaser in advance for up to, but not more than a one-year period for maintenance services unless Purchaser is not prohibited from doing so statute, administrative regulation, policy or otherwise. Notwithstanding the above, maintenance payments, if any,may be made on a quarterly basis at the beginning of each quarter. 6.11.2 Payment Payment is the sole responsibility of,and will be made by,the Purchaser. Under Chapter 39.76 RCW,if Purchaser fails 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 payment is deposited electronically in Contractor's bank account or a check or warrant is mailed within the payment term specified in the Master Agreement. Payment for Products received and for Services rendered shall be made by Purchaser and be redeemable in U.S. dollars.Any bank or transaction fees or similar costs associated with 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 fails to make timely payment(s)or issuance of credit memos,the purchaser may impose a 1%per month on the amount overdue sixty(60)days after notice to the Contractor. 6.11.3 Invoicing and discounts Contractor must provide an invoice to Purchaser, as specified in this Section.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 this Participating Addendum. 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 (as specified in this Section) denominated in U.S.dollars and until all invoiced items are received.If Purchaser does not receive a properly completed invoice or received an invoice that contains items not received, Purchaser shall immediately notify Contractor in writing. If an adjustment in payment is necessary due to damage or dispute, Page 7 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No: AR233 Washington Contract No:01114 any prompt payment discount period shall commence on the date final approval for payment is authorized. 6.12 Taxes,fees and licenses 6.12.1 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. 6.12.2 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 carried 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; — Maintains an in-state inventory or stock 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(s);or - Other factors identified in WAC 458 20. 6.12.3 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. 6.12.4 Fees/Licenses After award of contract, and prior to commencing performance under the contract, the contractor shall pay for 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. 6.12.5 Customs/Brokerage Fees Contractor shall 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 liquidated damages as identified herein and/or to other remedies available by law Page 8 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No: AR233 Washington Contract No:01114 or contract. Neither DES nor the purchaser will incur additional costs related to contractor's payment of such fees. 6.12.6 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 in accordance with WAC 458- 20 247. 6.12.7 Overpayments to contractor Contractor shall refund to Purchaser the full amount of any erroneous payment or overpayment (as verified by Contractor) under this Participating Addendum within 60 days' of receipt of 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. 6.13 Ownership of Pre-Existing Intellectual Property Each party will retain the exclusive ownership of all its pre-existing Intellectual Property, Confidential Information and materials,including,without limitation, proprietary ideas,sketches, diagrams,text, know-how,concepts,proofs of concepts,artwork,software, algorithms, methods, processes, identifier codes or other technology that are owned by a party prior to commencement of any Services hereunder,or that are otherwise developed by or for such party outside the scope of this Agreement("Pre-Existing Technology"). The Contractor will make the state of Washington's Pre-Existing Technology available only to contractors or employees who have a legitimate business need to have access to such information and are under obligations of confidentiality. 6.14 Additional Roles Upon request, the Contractor shall provide to the state of Washington a description of their roles and responsibilities related to electronic discovery,litigation holds,discovery searches and expert testimonies.The Contractor shall disclose its process for responding to subpoenas,service of process and other legal requests within a mutually agreed upon timeframe. 6.15 Lease Agreement NOTE: Contractor's Master Agreement allows for leasing under Section 22. The terms and conditions of the capital lease financing arrangement will be separately negotiated and set forth in an agreement between the purchaser and either Cisco Capital or its designated and/or approved financing partner. Washington State agencies must follow the rules and guidelines for capital leases Washington State Treasurer's Office. 7. INDEMNIFICATION Contractor will have the obligation to defend any claim,suit or proceeding brought against DES or Purchaser, so far as it is based on a claim that any Products infringe a copyright or issued patent or for a reasonable royalty on a published patent application enforceable in the United States(in all cases,such copyright or patent existing or issued no later than five years following the termination or expiration of this Contract or a patent application published as of the date of termination or expiration of this contract) or misappropriates a trade secret. Contractor shall pay all costs of such defense and settlement and any penalties,costs,damages and attorneys'fees awarded by a court of competent jurisdiction or reasonably incurred by DES or Purchaser. Contractor's obligations specified in this paragraph will be conditioned on: a. DES or Purchaser notifying Contractor promptly in writing of the claim or threat thereof,but DES' or Purchaser's failure to provide timely notice shall only relieve Contractor from its defense obligations if Page 9 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Contractor; b. DES or Purchaser agreeing to use its best efforts to encourage the Office of the Attorney General of Washington to give Contractor full and exclusive authority for the defense and settlement thereof and any subsequent appeal. In the event that DES or Purchaser has used its best efforts as aforesaid and the Office of the Attorney General of Washington participates in the defense and settlement of the claim and any subsequent appeal, DES or Purchaser agrees: (i)that any participation shall be at the cost and expense of DES or Purchaser;and (ii)that the Office of the Attorney General of Washington shall not prevent Contractor from settling the claim provided that any such settlement or compromise includes a release of the state of Washington and Purchaser from all liability arising out of the claim; and c. DES or Purchaser providing information for and assistance with the defense and settlement thereof and any subsequent appeal. if such claim has occurred,or in Contractor's opinion is likely to occur, DES and Purchaser agree to permit Contractor,at its option and expense,either to: (a) procure for Purchaser the right to continue using the Products;(b) replace or modify the same so that it becomes non-infringing;or(c) if neither of the foregoing alternatives is reasonably available,immediately terminate Contractor's obligations(and Purchaser's rights) under this Contract with regard to such Products,and, if Purchaser returns such Products to Contractor, refund to Purchaser the price originally paid by Purchaser to Contractor for such Products,less reasonable amortization for use. Notwithstanding the foregoing,Contractor has no liability for any claim of infringement based upon: (a) the combination,operation,or use of any Products with equipment,devices,or software not supplied by Contractor,(b)alteration or modification of any Products;or(c)Contractor's compliance with Purchaser's designs,specifications,or instructions; unless the claim arose against Contractor's Product independently of any of these specified actions. Contractor also shall have no liability for any claim based upon the amount or duration of use that Purchaser makes of the Product or revenue from services provided by Purchaser to external or internal customers that utilize the Products,except that this does not limit Contractor's obligations under subsection 7.1 for claims alleging infringement of the Products and Reports themselves. Notwithstanding any other provisions hereof,Contractor shall not be liable for any claim based on Purchaser's use of the Products after Contractor has informed Purchaser of modifications or changes in the Products required to avoid such claims and offered to implement those modifications or changes,if such claim would have been avoided by implementation of Contractor's suggestions. The foregoing states the entire obligation of Contractor and its suppliers and the exclusive remedy of Purchaser with respect to infringement or misappropriation of intellectual property rights.The foregoing is given to DES and Purchaser solely for their benefit and in lieu of, and Contractor DESclaims,all warranties of non-infringement with respect to the Products. H, CONFIDENTIALITY,NON-DISCLOSURE AND INJUNCTIVE RELIEF Notwithstanding any of the terms in Section 5 of the Master Agreement,the following terms apply as required by State of Washington Statute RCW 42.56.The terms set forth below replace the terms set forth in such Section 5 when inconsistent.When not inconsistent,these terms shall supplement such Section 5. Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this PA or its performance may consist of Confidential Information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes. Contractor agrees to hold Confidential Information in strictest confidence Page 10 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 and not to make use of Confidential Information for any purpose other than the performance of this PA,to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this PA,and not to release, divulge,publish,transfer,sell,disclose, or otherwise make the information known to any other party without Purchaser's express written consent or as provided by law. Contractor agrees to release such information or material only to employees or Subcontractors reasonably necessary to further the purpose of this PA. Contractor agrees to implement physical,electronic,and managerial safeguards to prevent unauthorized access to Confidential Information. Immediately upon expiration or termination of this PA, Contractor shall,at Purchaser's or DIS'option: (i) certify to Purchaser or DIS that Contractor has destroyed all Confidential Information;or(ii) return all Confidential Information to Purchaser;or(iii)take whatever other steps Purchaser or DIS requires of Contractor to protect Purchaser's Confidential Information. Violation of this section by Contractor or its Subcontractors may result in termination of this PA and demand for return of all Confidential Information, monetary damages,or penalties. The obligations imposed by this PA shall not apply to any information that: (a) is already in the possession of, is known to,or is independently developed by Contractor;or(b)is or becomes publicly available through no fault of Contractor;or(c)is obtained by Contractor from a third person without breach by such third person of an obligation of confidence with respect to the Confidential Information disclosed;or(d) is disclosed without restriction by the Purchaser;or(e)is required to be disclosed pursuant to the lawful order of a government agency or disclosure is required by operation of the law. 9. 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.These records will be retained by the Contractor for at least six years after the Participating Addendum terminates or until all audits initiated within the six years have been completed,whichever is later.The Contractor agrees to allow WSCA-NASPO,State and Federal auditors,and state agency staff access,so authorized by law, rule,regulation or contract,when applicable,to all the 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 for the benefit of the Contractor in a form reasonably satisfactory to Contractor. It is agreed that books,records,documents, and other evidence of accounting procedures and practices related to Contractor's cost structure,including overhead,general and administrative expenses, and profit factors shall be excluded from Purchaser's review unless the cost or any other material issue under this Contract is calculated or derived from these factors. 10.TERMINATION This Participating Addendum may be terminated in accordance with the same terms as set forth in the WSCA Master Agreement. 11.SUBCONTRACTORS All Contractor's Fulfillment Partners, as defined in the Master Agreement, authorized in the state of Washington,as shown on the dedicated Contractor's(cooperative contract)website,are approved to provide sales and service support to participants in the WSCA-NASPO Master 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. Page 11 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No: 01114 Subject to approval of the state of 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 a minimum of two Fulfillment Partners and no set maximum number of Fulfilment 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. 12. ORDERS 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 Master Agreement 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 or through 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 Contractor's behalf. Except as otherwise set forth in the qualifying criteria,Contractor will not,directly or indirectly, restrict any Fulfillment Partner's 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. 13.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. 14. NOTICES 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 (in the case of Cisco to Agree ment-notice@cisco.com); (c)three(3)days after having been sent by registered or certified mail, 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 (and notices to Cisco shall be further addressed to the Office of the General Counsel,Attn: Contract Notice)or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph,or, in the Page 12 of 13 WSCA-NASPO DATA COMMUNICATONS WASHINGTON PARTICIPATING ADDENDUM WSCA Master Agreement No:AR233 Washington Contract No:01114 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. Notwithstanding the foregoing, notices regarding changes in pricing,Software license terms, policies or programs may be by posting on Cisco.com or by e-mail or fax. 15. ENTIRE AGREEMENT This Participating Addendum and the Master Agreement (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;Cisco Systems, Inc. Department of Enterprise Services By. �._ By. C� N me: Neva ham Name: Brian DulaC Tit :Contract Sp ialist Title: Da e S 2 0/ Date: May 13, 2014 APPROVED BY LEGAL Na e: Dale Colbert Title: Unit Manager Date: ame:Christine Warnock Title:State Purchasing Agent Date: Page 13 of 13 ATTACHMENT A WSCA-NASPO Master Agreement Terms and Conditions 1. AGREEMENT ORDER OF PRECEDENCE: The Master Agreement shall consist of the following documents: 1.A Participating Entity's Participating Addendum ("PA"); 2.WSCA-NASPO Master Agreement Terms and Conditions(the"Agreement"or"Master Agreement"); 3,The Statement of Work; 4. The Solicitation; and 5. Contractors 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 this 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 quotationfsales order or in similar documents subsequently provided by the Contractor. 2. AMENDMENTS The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA- NASPO Contract Administrator. 3. ASSIGNMENT/SUBCONTRACT Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part,without the prior written approval of the WSCA-NASPO Contract Administrator,which approval will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Contractor may, with prior written consent from Participating States, which consent shall not be unreasonably withheld, enter into subcontracts with third parties as "Fulfillment Partners." Fulfillment Partners are Subcontractors who may provide products and services under this Master Agreement at the price discounts established in this Master Agreement and bill Purchasers directly for such products and services. 4. CANCELLATION The Master Agreement may be canceled by either party upon 60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contractor default may be immediate. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-1 On termination, all accounts and payments will be processed according to the financial arrangements set forth herein for products delivered and/or approved services rendered to date of termination. Rights upon Termination or Expiration 1. Upon termination or expiration of this Master Agreement or a Participating Addendum, (a) Contractor reserves the right to cease all further delivery of product or services, and (b) all outstanding invoices become due and payable within thirty(30)days of termination,. If Contractor agrees to complete delivery of any further products or services due against any existing accepted Purchase Orders, then Customer shall pay for such products or services in advance within thirty (30)days. 2. Except for a termination of this Master Agreement or a Participating Addendum resulting from Customer's breach of Contractor's proprietary rights and software licensing, Confidential Information, or Export, Re-Export, Transfer and Use Controls, upon termination or expiration of this contract, Customer may continue to use, in accordance with the terms and conditions of this contract and/or the Participating Addendum, products provided to it by Contractor prior to the date of termination or expiration provided(1)payment has been made in full for such products and (2) license rights allow for such continued use. 3. In the event of any termination pursuant to this section, and unless otherwise required by law or court of competent jurisdiction, Customer shall remain obligated to comply in perpetuity with the provisions of Contractor's Software License terms, and Confidential Information. 5.CONFIDENTIALITY NON-DISCLOSURE AND INJUNCTIVE RELIEF 5.1 Confidentiality. Each party acknowledges that it and its employees or agents may, in the course of dealing under this Master Agreement, be exposed to or acquire information that may be deemed confidential. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by the receiving party or its employees or agents (the `Receiving Party") in the performance of this Master Agreement, including, but not limited to, the following "Confidential Information": (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of the disclosing party (the "Disclosing Party"),. Any reports or other documents or items (including software)that result from the use of the Confidential Information 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 the Disclosing Party) publicly known; (b) is furnished by the Disclosing Party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in the Receiving Party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from an independent source without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is independently developed by employees, agents or subcontractors of either party who can be shown to have had no access to the Confidential Information. Neither party shall disclose the Confidential Information to any third party, except that the receiving party may disclose Confidential information to its employees, subcontractors, or Affiliates' employees and subcontractors only: (a) on a "need to know" basis, (b) consistent with the objectives of this Master Agreement, and (c) pursuant to separate written non-disclosure terms that contractually obligate such employees and subcontractors to maintain the confidentiality of the Confidential Information. Notwithstanding termination of this Master Agreement as described herein, the obligations of the Receiving Party with respect to Confidential Information received prior to termination shall continue for three(3) years from the date the Confidential Information was received. Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Contractor. 5.2 Non-Disclosure. The Receiving Party 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 Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-2 Confidential Information for any purposes whatsoever other than the performance of this Master Agreement, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. The Receiving Party shall use commercially reasonable efforts to assist the Disclosing Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, the Receiving Party shall advise the Disclosing Party immediately if the Receiving Party 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 the Receiving Party shall at its expense cooperate with the Disclosing Party in seeking injunctive or other equitable relief in the name of the Disclosing Party against any such person. Except as directed by the Disclosing Party, the Receiving Party 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 the Disclosing Party's request, the Receiving Party shall turn over to the Disclosing Party all documents, papers, and other matter in the Receiving Party's possession that embody Confidential Information. Notwithstanding the foregoing, the Receiving Party may keep one copy of such Confidential Information necessary for quality assurance,audits and evidence of the performance of this Master Agreement. 5.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential Information, may cause irreparable injury to the Disclosing Party that is inadequately compensable in damages. Accordingly,the Disclosing Party may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. The Receiving Party 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. 6. DEBARMENT The contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the contractor cannot certify this statement, attach a written explanation for review by WSCA-NASPO. 7.DEFAULTS&REMEDIES a.The occurrence of any of the following events shall be an event of default under this Master Agreement: i. 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 Contractor 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 law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor 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, the non-defaulting party shall issue a written notice of default, identifying the nature of the default, and providing a period of 60 calendar days in which the defaulting party shall have an opportunity to cure the default.The non-defaulting party 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 non-defaulting party, 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 the defaulting party's liability for damages,to the extent provided for under this Master Agreement. Participating Addendum: If either party to a Participating Addendum (including the Lead State when acting in its sovereign capacity under this Master Agreement)materially breaches any of the provisions of a Participating Addendum, the non-breaching party may terminate the Participating Addendum as follows: (a) immediately upon providing written notice to the breaching party if the breach is not capable of being Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3,12.14 A-3 cured, and (b) thirty (30) calendar days after providing written notice to the breaching party if the breaching party fails to cure such breach within such thirty(30) calendar day period. Notwithstanding the foregoing, a Participating Addendum may be terminated immediately by Contractor for cause in the event of Purchaser's breach of the provisions relating to Software License or Confidential Information. The cure periods stated in the above paragraphs shall not apply to any failure(s) to perform that result from the willful or negligent acts or omissions of the aggrieved party. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall 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 remedies: i. Exercise any remedy provided by law;and ii. Terminate this Master Agreement and any related Contracts or portions thereof; and iii. Suspend Contractor from receiving future bid solicitations; and iv. Suspend Contractor's performance; and v.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. 8. DELIVERY 8.1 After receipt and acceptance by Contractor of Customer's Order(s), Contractor will use commercially reasonable efforts to ship all direct orders designated for shipment to U.S. locations within thirty (30) days for all products. Please note that the following circumstances may affect lead times: (i) new products purchased within the first three (3) months of release of the product which are subject to Contractor's then current published lead-times, (ii) third-party stand-alone products which are not a component of equipment resold by Contractor, (iii) end-of-life products where the termination of the product has been announced by Contractor, (iv) products which have been line-stopped due to software discrepancies, reconfiguration, industry-wide product shortages, or alleged infringement claims,or(vi)situations where government rated orders create delays in iead-times. Notwithstanding the foregoing, at any time when Customer states "expedite" on an order or otherwise communicates to Contractor that an order is to be expedited, Contractor shall use all commercially reasonable efforts to ensure the earliest possible delivery of such products. 8.2 Contractor will communicate scheduled shipping dates in the order acknowledgement and/or on www.cisco.com within three (3) business days after receipt of an electronic order on www.cisco.com, provided, however, that in the event such notification is not received in this time period, Customer shall notify Contractor of the non-receipt, and Contractor's sole obligation with respect to such non-receipt shall be to promptly provide the information to the Customer after such notification. 8.3 If Contractor has reason to believe that the actual shipment date will occur later than the original shipment date acknowledged by Contractor for reasons caused by Contractor, Contractor shall use commercially reasonable efforts to promptly provide additional information to Customer including by electronic posting of the expected period of delay and, upon request, of the steps available, if any, to minimize the delay. If the extended delivery date is anticipated to be more than thirty (30) calendar days beyond the originally scheduled delivery date, the parties will work in good faith to resolve any ordering issues pursuant to the order escalation process. 8.4 Shipping terms are FOB destination, shipping and handling prepaid by Contractor.The method of shipment shall be consistent with the nature of the products and hazards of transportation. Title and risk of loss shall pass to Customer upon delivery. 8.5 If Customer requests delivery of products to Customer's forwarding agent or other representative, Customer assumes responsibility for compliance with applicable export laws and regulations. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3,12.14 A-4 8.6 Contractor is not liable for damage or penalty for delay in delivery or for failure to give notice of delay. Contractor shall not have any liability in connection with product shipment other than as set forth in this Section. All sales are final. Except as provided in Contractor's Limited Warranty, Contractor only permits the return of un-opened products due to Contractor's shipping or order processing error, or damage in transit. No other returns are authorized under this Master Agreement. Warranty returns will not be subject to any restocking charges. 9. FORCE MAJEURE Neither party to this Master Agreement shall be held responsible for delay or default caused by including, but not limited to, fire, riot, acts of God and/or war which is beyond that party's reasonable control. WSCA-NASPO may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. The obligations and rights of the excused party shall be extended on a day-by-day basis for the time period equal to the period of the excusable delay. When payments are delayed solely due to a force majeure event, late fees with respect to such payment will not accrue during the period of such force majeure event. 10. GOVERNING LAW This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the state sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreement(s)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 Agreement(s) or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 11. INDEMNIFICATION Each party to this Agreement shall defend, indemnify, and hold harmless the other, its corporate affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable attorneys'fees), including without limitation those based on contract or tort, arising out of or in connection with a claim, suit, or proceeding brought by a third party based upon bodily injury (including death) or damage to tangible personal property (not including lost or damaged data) arising from the negligent or intentional acts or omissions of the indemnifying party or its subcontractors, or the officers, directors, employees, agents, successors, and assigns of any of them. In the event that the indemnified party's or a third party's negligent or intentional acts or omissions contributed to cause the injury or damage for which a claim of indemnity is being asserted against the indemnifying party hereunder, the damages and expenses (including, without limitation, reasonable attorneys' fees)shall be allocated or reallocated, as the case may be, between the indemnified party, the indemnifying party, and any other party bearing responsibility in such proportion as appropriately reflects the relative fault of such parties, or their subcontractors, or the officers, directors, employees, agents, successors, and assigns of any of them, and the liability of the indemnifying party shall be proportionately reduced. The foregoing indemnification obligations are conditioned upon the indemnified party promptly notifying the indemnifying party in writing of the claim, suit, or proceeding for which the indemnifying party is obligated under this Subsection, cooperating with, assisting, and providing information to, the indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to defend or settle such claim, suit, or proceeding; provided that any such settlement or compromise includes a release of the indemnified party from all liability arising out of such claim, suit or proceeding. 12. INDEMNIFICATION—INTELLECTUAL PROPERTY 12.1 Contractor will have the obligation to defend any claim, action, suit, or proceeding ("IPR Claim") brought against Purchaser so far as it is based on a claim that any product supplied under this Master Agreement infringes Third Party IPR (as defined below). Contractor will indemnify Purchaser against any final judgment entered in respect of such an IPR Claim by a court of competent jurisdiction and against any settlements arising out of such an IPR Claim. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPQ Ts and Cs 3,12.14 A-5 Contractor's obligations to defend the IPR Claim and indemnify the Purchaser are conditional upon: 12A A Purchaser notifying Contractor promptly in writing of the IPR Claim or threat thereof; 12.1.2 Purchaser giving Contractor full and exclusive authority for the conduct of the defense and settlement of the IPR Claim and any subsequent appeal; and 12.1.3 Purchaser giving Contractor all information and assistance reasonably requested by Contractor in connection with the conduct of the defense and settlement of the iPR Claim and any subsequent appeal. 12.2 For the purposes of this Master Agreement, "Third Party IPR" means a United States copyright existing as at the date of order or a United States patent issued as at the date of order. 12.3 If an IPR Claim has been made, or in Contractor's reasonable opinion is likely to be commenced, Purchaser agrees to permit Contractor, at its option and expense, either to: (a) procure for Purchaser the right to continue using the product; (b) replace or modify the product so that it becomes non-infringing; or (c) immediately terminate both parties' respective rights and obligations under this Master Agreement with regard to the product, in which case Purchaser will return the product to Contractor and Contractor will refund to Purchaser the price originally paid by Purchaser to Contractor for the product, as depreciated or amortized by an equal annual amount over three(3)years from date of original shipment. 12A Notwithstanding the foregoing, Contractor has no liability for, and Purchaser will defend and indemnify Contractor against, any IPR Claim arising from: 12.4.1 the combination, operation, or use of a product supplied under this Master Agreement with any product, device,or software not supplied by Contractor; 12.4.2 a Claim that asserts damages based upon the amount or duration of use which Purchaser makes of the product, revenue earned by Purchaser from services it provides which utilize the product, or services offered by Purchaser to external or internal customers; 12.4.3 the alteration or modification of any product supplied under this Master Agreement from and after the date such product is so supplied and such alteration or modification is not made by Contractor; 12.4.4 Contractor's compliance with Purchaser's designs, specifications, or instructions; or 12.4.5 Purchaser's use of the product after Contractor has informed Purchaser of modifications or changes in the product required to avoid such an iPR Claim if the alleged infringement would have been avoided by implementation of Contractor's recommended modifications or changes. THIS SECTION STATES THE ENTIRE OBLIGATION OF CONTRACTOR AND ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF PURCHASER, IN RESPECT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS. THiS INDEMNITY OBLIGATION AND REMEDY ARE GIVEN TO PURCHASER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND CONTRACTOR DISCLAIMS, ALL WARRANTIES, CONDITIONS, AND OTHER TERMS OF NON-INFRINGEMENT WITH RESPECT TO ANY PRODUCT. Limitation of Liability. Except for those obligations under Intellectual Property Infringement, General Indemnity, notwithstanding anything else herein, all liability of Contractor and its suppliers to any Participating Entity for claims arising under this Agreement, the applicable Participating Addendum, or otherwise shall be limited to Three Million Dollars ($3,000,000). This limitation of liability is cumulative and not per incident. Waiver of Consequential and Other Damages. In no event shall Contractor or its suppliers be liable for any incidental, special, indirect, or consequential damages, or lost or damaged data (except for a loss of Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-6 Purchaser data caused by Contractor's negligence), arising in tort (including negligence), or otherwise, even if Contractor or its suppliers have been informed of the possibility thereof. 13. INDEPENDENT CONTRACTOR The contractor shall be an independent contractor, 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 perform any acts as agent for WSCA-NASPO or the states,except as expressly set forth herein. 14. 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 Participating Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Participating Entity individually. 15. INSURANCE Contractor shall, during the term of this Master Agreement, maintain in full force and effect,the insurance described in this section. Contractor 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 limits shall be as indicated below, with no deductible 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 $1 million per occurrencel$2 million general aggregate; b) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contractor shall pay premiums on all insurance policies. Prior to commencement of the work, Contractor shall provide to the Participating Entity a written endorsement to the Contractor's general liability insurance policy that(i) names the Participating Entity as an additional insured, but only to the extent of liabilities falling within Contractor's indemnity obligations pursuant to the terms of this Master Agreement, and (ii) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contractor 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 within thirty (30) days after renewal date. 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 State's sole option, result in this Master Agreement's termination. In addition, should any of the required insurance be cancelled or non-renewed, Contractor shall immediately replace such insurance and provide to Participating Entity a certificate of insurance evidencing the replacement insurance. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement. 16. LAWS AND REGULATIONS Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 17. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY 17.1 License. Conditioned upon compliance with the terms and conditions of the license granted herein or as represented in Contractor's End User License Agreement, Contractor grants to Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-7 Customer a nonexclusive and nontransferable license to use for Customer's internal business purposes the Software and the Documentation for which Customer has paid the required license fees, subject to the terms herein and Exhibit 1, End User License Agreement. Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or that number of agent(s), concurrent users, sessions, I addresses, port(s), seat(s), server(s), or site(s), as set forth in the applicable Purchase Order which has been accepted by Contractor and for which Customer has paid to Contractor the required license fee. Unless otherwise expressly provided in the documentation, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable documentation permits installation on non-Contractor equipment)for communication with Contractor equipment owned or leased by Customer and used for Customer's internal business purposes. For evaluation or beta copies for which Contractor does not charge a license fee, the above requirement to pay license fees does not apply. 17.2 General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Contractor retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of Contractor, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to: 17.2.1 transfer, assign or sublicense its license rights to any other person or entity, or use the Software on unauthorized or secondhand Contractor equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense, or use shall be void; 17.2.2 except as approved in writing by Contractor, make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; 17.2.3 reverse engineer or decompile, decrypt,disassemble, or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; 17.2.4 use or permit the software (other than embedded in the product) to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Contractor; or 17.2.5 except and to the extent expressly required by a Participating State's applicable records laws or final court order(provided that the Participating State provides: (1)prior written notice to Contractor of such obligation and (2) the opportunity to oppose such disclosure, provision, or otherwise making available), disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Contractor. Customer shall implement reasonable security measures to protect such trade secrets. To the extent required by law, and at Customer's written request, Contractor shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Contractor's applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which Contractor makes such information available. 17.3 Software, upgrades/updates, and additional copies. NOTWITHSTANDING ANY OTHER PROVISION OF THIS MASTER AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-8 UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO CONTRACTOR EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY. 17.4 Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form,of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Contractor. 17.5 Term and Termination of License. This license granted herein shall remain effective until terminated. Customer may terminate the license at any time by destroying all copies of Software and any Documentation except as to the minimum number of copies required by law to keep for archival records purposes only. Customer's rights under this license will terminate immediately if Customer fails to comply with any material provision of this license and Contractor will give Customer notice of such non-compliance. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. 17.6 Customer Records. Customer grants to Contractor and its independent accountants the right to examine Customer's books,records, and accounts during Customer's normal business hours to verify compliance with this license. In the event such audit discloses non-compliance with this license, Customer shall promptly pay to Contractor the appropriate license fees, plus the reasonable cost of conducting the audit. In all other circumstances, the audit fees shall be paid by Contractor. 18. NO WAIVER OF SOVEREIGN IMMUNITY In no event shall this Master Agreement, any Participating Addendum or any contract or any purchase order issued thereunder, or any act of a Lead State or a Participating Entity, be a waiver by the Participating Entity of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise,from any claim or from the jurisdiction of any court. 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 for the Participating State. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 19. ORDER NUMBERS Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. Any such information will be per Contractor's existing free form structure, without customization. The purchase order numbers reflect Contractor's Fulfillment Partner purchase order numbers; however, Contractor will request that its Fulfillment Partners use reasonable efforts to provide the Customer purchase order number in the free form notes. ORDERS. Notwithstanding anything contained in the Master Agreement to the contrary: 1. Contractor reserves the right to require that purchases be made through Fulfillment Partners. Where so required by Contractor, Purchasers shall not order Products or Services directly from Contractor and shall order same from Fulfillment Partner. Purchaser shall purchase products by issuing a written or electronic Purchase Order, signed or (in the case of electronic transmission) sent by its authorized representative, indicating specific products, quantity, unit price, total Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-9 purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. 2. Any contingencies on Purchaser's Purchase Orders are not binding upon Contractor. The terms and conditions of this Master Agreement and applicable Participating Addendum prevail, regardless of any additional or conflicting terms on the Purchase Order, or other correspondence from Purchaser to Contractor and any additional or conflicting terms are deemed rejected by Contractor unless Contractor has expressly agreed to such terms in writing. Mere acceptance or processing of a Purchase Order, Order, or Order Document containing such terms shall not constitute such express consent. 3. All Purchase Orders are subject to Contractor's reasonable acceptance (including performing any related credit checks). Contractor shall use commercially reasonable efforts to accept or reject orders in writing within ten (10)days from receipt,or within three (3) business days, if orders are placed electronically. 4. Purchaser may defer product shipment up to thirty (30) days from the originally scheduled shipping date, provided written notice is received by Contractor at least ten (10) days before the originally scheduled shipping date. Cancelled orders, rescheduled deliveries, or product configuration changes made by Purchaser less than ten (10) days before the original shipping date are subject to Contractor's acceptance and a charge of fifteen percent (15%) of the total invoice amount relating to the affected Product(s). Contractor reserves the right to reschedule delivery due to configuration changes made within ten (10) days of scheduled shipment. No cancellation shall be accepted by Contractor where products are purchased with implementation services, including but not limited to design,customization,or installation services, except as may be set forth in the agreement or Statement of Work under which the services are to be rendered. Notwithstanding anything to the contrary, if Contractor is delayed in shipping the product for thirty (30) days or more from the original shipping date, the Customer may cancel the order without charge. 5. Services. Purchaser may place Purchase Orders for the various services offered by Contractor. The provision of any such services, if accepted by Contractor, shall be subject to the terms and conditions set forth in this Agreement, including the Master Services Agreement attached hereto as Exhibit 2, as well as the then-current terms of service offerings set forth on Contractor's website at http://www.cisco.com/legal/services,html. Contractor reserves the right to subcontract services to a third party maintenance organization to provision services for Purchaser. 6. All stated prices are exclusive of any taxes, fees, and duties or other similar amounts, however designated, and including without limitation value added, sales and withholding taxes which are levied or based upon such prices, charges, or upon this Master Agreement. Purchaser will pay sales and use taxes, if any, imposed on the Products and Services acquired under this Master Agreement, or furnish proof of its tax-exempt status upon request. Contractor will pay all other taxes based on Contractor's income or gross receipts, or personal property taxes levied or assessed on Contractor's personal property. In the event that the Purchaser is exempt from property and safes taxes, it will not be charged same. 7. Notwithstanding anything contained in the Master Agreement to the contrary, modifications which Contractor deems necessary to comply with specifications, changed safety standards or governmental regulations, to make the product non-infringing with respect to any patent, copyright, or other proprietary interest, or to otherwise improve the product may be made at any time by Contractor without prior notice to or consent of Purchaser or WSCA, and such altered product shall be deemed fully conforming. Contractor shall employ commercially reasonable efforts to announce, including by electronic posting, product discontinuance or changes other than those set forth in the previous sentence in accordance with Contractor's End-of-Life Policy, which is found at the following URL: http://www.cisco.com/c/en/us/products/eos-eol-policy.html_ Purchaser may make a last-time purchase of such products as set forth in such policy. 20. PARTiCIPANTS WSCA-NASPO is the cooperative purchasing arm of the National Association of State Procurement Officials. It is a cooperative group contracting consortium for state government Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-10 departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,)for all 50 states, the District of Columbia and the organized US territories. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award(s)will be permissive. Purchaser under a Participating Addendum shall have no liability to Contractor beyond funds that are appropriated and made available to the Purchaser by the applicable legislative body. If sufficient funds are not appropriated by legislative action to a Purchaser as to any future period, Purchaser may terminate its Order(s) prospectively as to such future performance impacted by and to the extent of non- appropriation, or otherwise work with Contractor to arrive at a mutually acceptable resolution of the situation. Purchaser shall notify Contractor in writing of such non-appropriation within thirty(30)calendar days of final legislative action. 21. ENTITY PARTICIPATION 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. 22. PAYMENT Upon and subject to credit approval by Contractor, payment is net thirty (30) days from invoice date. Invoices for products ordered without implementation services shall be rendered by Contractor on or after the date of delivery of such products to the Purchaser. If,at any time, Purchaser is delinquent in payment, or is otherwise in breach of this contract, Contractor may, without prejudice to other rights, withhold shipment (including partial shipments)of any order or require Purchaser to prepay for further shipments. Any sum not paid by Purchaser when due shall bear interest until paid at a rate of 1 percent per month (12 percent per annum) or the maximum legal rate, whichever is less. Purchaser grants Contractor a security interest in products purchased under this contract to secure payment for those products purchased which security interest shall expire upon full payment in accordance with the terms. If requested by Contractor, Purchaser agrees to execute financing statements to perfect this security interest. Payments may be made via a State or political subdivision "Purchasing Card" to Fulfillment Partners under this contract. Where permitted by the law of the Participating State/Entity, lease financing is an allowable payment option under the resulting contract. The terms and conditions of the capital lease financing arrangement with Cisco Capital, or its designated and/or approved financing partner, will be set forth between the purchaser and Cisco Capital or its designated and/or approved financing partner. 23. PUBLIC INFORMATION This Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 24. RECORDS ADMINISTRATION AND AUDIT 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 Master Agreement. These records will be retained by the contractor for at least four years after the Master Agreement terminates, or until all audits initiated within the four years have been completed, whichever is later. The contractor agrees to allow WSCA-NASPO, State and Federal auditors, and state agency staff access to all the records of this Master Agreement and any order placed under this Master Agreement, 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„ 3) shall not unduly interrupt or interfere with Contractor's normal business operations, and 4) 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 for the benefit of Contractor in a form reasonably satisfactory to Contractor. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Fs and Cs 3.12.14 A-11 25. REPORTS and ADMINISTRATIVE FEES The contractor shall submit quarterly reports to the WSCA- NASPO Contract Administrator showing the quantities and dollar volume of purchases by each participating entity. The contractor must pay a WSCA-NASPO administrative fee of one quarter of one percent (.25%) in accordance with the terms and conditions of the Master Agreement. The WSCA-NASPO administrative fee shall be submitted quarterly and is based on sales of products and services. The WSCA-NASPO administration fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some States may require that an additional fee be paid directly to the State on purchases made by procuring entities within that State. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated in a Participating Addendum that is made a part of the Master Agreement. The contractor may adjust the Master Agreement pricing accordingly for purchases made by procuring agencies within the jurisdiction of the State. All such agreements may not affect the WSCA-NASPO administrative fee or the prices paid by the procuring agencies outside the jurisdiction of the State requesting the additional fee. 26.STANDARD OF PERFORMANCE AND ACCEPTANCE Purchaser has thirty(30)days after Product delivery to inspect the Product for external damage and for any concealed damage ("Acceptance Period"). If external or concealed damage is revealed during the Acceptance Period, then Purchaser shall notify Contractor. At Contractor's option, Contractor shall 1) repair such damage, 2) ship a replacement, or 3) refund the purchase price (upon return of the Product). After such Acceptance Period the Products shall be deemed accepted. 27. Section Intentionally Left Blank. 28. TITLE OF PRODUCT Title and risk of loss shall pass to Purchaser upon delivery. Any transfers of Embedded Software shall be per Contractor's then-current Transfer and Re-Licensing Policy. 29. WAIVER OF BREACH Failure of Lead State or Participating 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 Lead State or Participating Entity must be in writing. Waiver by the Lead State or Participating 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 or Participating Addendum. 30.WARRANTY All products are sold with Contractor's standard limited warranty listed below: 30.1 Hardware. Contractor warrants that from the date of shipment by Contractor to Customer, and continuing for a period of the longer of (a) ninety (90) days or (b) the period set forth in the Warranty Card accompanying the product, the Hardware will be free from defects in material and workmanship, under normal use. This limited warranty extends only to the original user of the product. Customers sole and exclusive remedy and the entire liability of Contractor and its suppliers under this limited warranty will be, at Contractor's or its service center's option, shipment of a replacement within the period and according to the replacement process described in the Warranty Card, or a refund of the purchase price, if the Hardware is returned to the party supplying it to Customer, if different than Contractor, freight and insurance prepaid. Contractor replacement parts, used in Hardware repair, may be new or equivalent to Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-12 new. Contractor's obligations hereunder are conditioned upon the return of affected products, in accordance with Contractor's then-current Return Material Authorization (RMA)procedures. 30.2 Software. Contractor warrants that from the date of delivery by Contractor to Customer (but in case of resale by a Contractor reseller, commencing not more than ninety (90) days after original shipment by Contractor), and continuing for a period of the longer of (a) ninety (90) days or(b)the period set forth in the Warranty Card accompanying the product(if any): (a)the media on which the Software is furnished will be free of defects in materials and workmanship, under normal use; and (b) the Software substantially conforms to its published specifications. The date of shipment of a product by Contractor is set forth on the packaging material in which the product is shipped. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the Customer who is the original licensee. Customer's sole and exclusive remedy and the entire liability of Contractor and its suppliers under this limited warranty will be, at Contractor or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer, if different than Contractor. In no event does Contractor warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Contractor does not warrant that the Software or any equipment, system, or network on which the Software is used will be free of vulnerability to intrusion or attack. 30.3 Restrictions. This warranty does not apply if the product (a) has been altered, except by Contractor, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Contractor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or(d)is Sold or, in the case of Software, licensed, for beta, evaluation, testing, or demonstration purposes for which Contractor does not receive a payment of purchase price or license fee. 30.4 DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. This disclaimer shall apply even if the above-stated warranty fails of its essential purpose. The above warranty does not apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Contractor does not receive a license fee.All such software is provided AS IS without any warranty whatsoever. 31. ASSIGNMENT OF ANTITRUST RIGHTS Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor 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 Contractor for the purpose of carrying out the Contractor'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. Contractor shall require any subcontractors hired to perform any of Contractor's obligations, under this Master Agreement or Participating Addendum, to irrevocably assign to a Participating Entity, as third party beneficiary, any right, title or interest that has accrued or which may accrue 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 subcontractor for the purpose of carrying out the subcontractor's obligations to Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-13 the Contractor in pursuance of 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. 32. WSCA-NASPO eMARKET CENTER Awarded responders are required to participate in the WSCA- NASPO eMarket Center and, working through WSCA-NASPO's contractor (SciQuest), connect with the eMarket Center. The ideal situation would be to use either a hosted (by SciQuest) or Punchout Level 2 catalog configurations, but actual requirements will be determined by the Lead State Contract Administrator, WSCA-NASPO, WSCA-NASPO's contractor (SciQuest) and the awarded contractor, after award. Participation does not require an awarded responder to have any special level of technology or technological understanding. Definitions Contractor- means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Lead State - means the State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Master Agreement — means the underlying agreement executed by and between the Lead State, as WSCA-NASPO contract administrator, acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended. Order-means any purchase order, sales order, or other document used by a Participating Entity to order the Products. Participating Addendum - means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements ,e.g. ordering procedures specific to the Participating Entity, other terms and conditions. Participating Entity-means a state, or other legal entity, properly authorized by a state to enter into the Master Agreement or Participating Addendum or who is authorized to order under the Master Agreement or Participating Addendum. Product - Any equipment, software (including embedded software), documentation, or deliverable supplied or created by the Contractor pursuant to this Master Agreement. WSCA-NASPO -is a cooperative group contracting consortium for state procurement officials, representing departments, institutions, agencies, and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for all states and the District of Columbia. WSCA-NASPO is a cooperative purchasing arm of the National Association of State Procurement Officials (NASPO). Additional Definitions and Alternative Terms Customer-see"Purchaser'or"Participating Entity." Documentation — means user manuals, training materials, product descriptions and specifications, technical manuals, license agreements, supporting materials, and other information relating to Products or Advanced Services offered by Contractor, whether distributed in print, electronic, CD-ROM, or video format. Effective Date—means June 1, 2014. Fulfillment Partner (also referred to as "Reseller" or "Authorized Reseller') - means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Products and Services under this Master Agreement and billing Purchasers directly for such Products and Services. Contractor may, upon written Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-14 notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions. Participating State—see"Participating Entity." Purchaser - (also referred to as "Customer") means: (a) the Lead State, (b) any office, department, commission, council, board, committee, institution, legislative body, agency, public authority, public benefit corporation, other government corporation, or public educational institution of a Participating State or a Local Public Body within such Participating State, provided that such entity is authorized, under applicable laws, rules and/or regulations of the Participating State, (i) to purchase Product(s) and Services pursuant to this Master Agreement solely by execution of the applicable Participating Addendum, and (ii)to legally bind such body to the terms of such agreement solely by the issuance of a Purchase Order, Order, or Order Document in accordance with and pursuant to this Master Agreement, and (iii) has been authorized by the WSCA Contract Manager and Contractor to participate under this Master Agreement. Purchase Order—see"Order." Services - "Services" means those services within the scope of this Master Agreement, to include the attached Master Services Agreement, and listed on Contractor's then-current Global Price List, including consulting, training, installation and maintenance services, and/or other services related to the products being acquired and further described at cisco.com and which are subject to the terms of service set forth in the SOW Terms and Conditions. (Revised March 2013) Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 A-15 CISCO. Exhibit 1 —Additional Vendor Terms and Conditions End User License Agreement(EULA) Cisco Systems, Inc. or its affiliate licensing the software ("Cisco") is willing to license this software to you only upon the condition that you purchased the software from an approved source and that you accept all of the terms contained in this end-user license agreement plus any additional limitations on the license set forth in a supplemental license agreement accompanying the product, available at the time of your order, or posted on the Cisco website at www.cisco.com/go/terms (collectively, the "agreement"). To the extent of any conflict between the terms of this end-user license agreement and any supplemental license agreement, the supplemental license agreement shall apply. By downloading, installing, or using the software, you are representing that you purchased the software from an approved source and binding yourself to the agreement. if you do not agree to all of the terms of the agreement,then Cisco is unwilling to license the software to you and (a)you may not download, install, or use the software, and (b)you may return the software(including any unopened cd package and any written materials)for a full refund, or(c), if the software and written materials are supplied as part of another product, you may return the entire product for a full refund. Your right to return and refund expires 30 days after purchase from an approved source, and applies only if you are the original and registered end user purchaser. For the purposes of this end-user license agreement, an "approved source" means (a) Cisco, or (b) a distributor or systems integrator authorized by Cisco to distribute/sell Cisco equipment, software, and services within your territory to end users; or (c) a reseller authorized by any such distributor or systems integrator in accordance with the terms of the distributor's agreement with Cisco to distribute/sell the Cisco equipment software and services within your territory to end users. Please note that the remaining license terms are addressed in the WSCA—NASP©Master Agreement Terms and Conditions. Cisco Systems, Inc. ATTACHMENTA—FINAL WSCA-NASPO Ts and Cs 3.12.14 1 CISCO . Exhibit 2—Additional Vendor Terms and Conditions Master Services Agreement This Master Services Agreement governs all Orders for Services placed under the WSCA NASPO Master Agreement Terms and Conditions ("WSCA Master Agreement")_ This Agreement is entered into between Cisco Systems, Inc. ("Cisco"), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and the WSCA- NASPO Cooperative Purchasing Organization LLC ("WSCA"), on behalf of their Public Sector Customers formed under the laws of United States ("Customer") having its principal place of business at State of Utah, Division of Purchasing and General Services, State Office Building, Capitol Hill, Room 3150, Salt Lake City, UT 84114-1061, United States, and is entered into as June 1, 2014. This Master Services Agreement consists of (i) the Master Services Agreement Terms and Conditions (including the Exhibits), (ii) incorporated Sections from the WSCA NASPO Terms and Conditions and (iii) the Services Descriptions of the Services at cisco.com that the WSCA Customer may elect to purchase, which are incorporated in this Agreement by this reference. Master Services Agreement-Terms and Conditions 1. Definitions are those set out in the Exhibit A, Glossary of Terms at the end of the Agreement. 2. Scope. This Agreement describes the terms and conditions for Purchases by Customer of Services,. Customer will be entitled to receive Services for which (i) the applicable Services fees have been paid, (ii)a valid Software license has been granted, and(iii)Customer provides information requested by Cisco such as valid serial numbers, site location,contract number,and Product type. 3. Orders.Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 4. Pricing. For Direct Purchases, and subsequent Equipment List renewals, prices for Services shall be (a) those specified in Cisco's then-current Price List less any applicable contract discount in effect under the WSCA Master Agreement at the time of acceptance of the Purchase Order by Cisco, or(b) those set forth in a written price quotation submitted by Cisco or its Fulfilment Partner, if at or below the stated contract discount. All stated prices are exclusive of taxes, fees, and duties or other amounts in accordance with the WSCA Master Agreement. Any taxes related to Services purchased pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. In the event that Customer is unable to provide valid and applicable serial number(s) for Product and Cisco agrees to provide Services, then Service fees payable by Customer shall be at Cisco's then-current time and materials or non-contract service rates. Subject to the price discount floor established by Cisco under the WSCA Master Agreement, for Indirect Purchases, Fulfillment Partners are free to determine their resale prices unilaterally. Customer understands that no employee or representative of Cisco or anyone else has any authority to determine such resale prices, or to limit the Fulfillment Partners' pricing discretion with respect to Services. 5. Payment. Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 6. Invoicing. Fees for Services, other than those for which a SOW is required, shall be invoiced in advance of delivery of Services. The timing of invoices for Services provided pursuant to a SOW shall be set forth in the respective SOW. 7. Term and Termination. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.t 2.14 2 rlll � l ' Ir CISM (a) The term of any service order shall commence on the Effective Date of the Order and shall continue for a period of one (1) year, or such other multi-year period as set forth in the purchase order or SOW. Such term will be renewed automatically for successive one (1) year terms unless either party notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of the then current term. (b) The term of an Equipment List shall commence on the date set forth on such. (c) Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one (1) year and shall be renewed automatically for successive one (1) year terms, unless either party notifies the other of its intent to terminate at least sixty(60)days prior to the expiration of the then current one (1)year term. (d) The term of each SOW shall be stated in the SOW. This Master Service Agreement may be terminated in accordance on the same terms as set forth in the WSCA Master Agreement. Any Equipment List or SOW may be terminated immediately by either party upon written notice. If Services fees are not paid when due and payment has not been received within thirty (30) days after notice from Cisco of such past due payment, Cisco may withhold the provision of Services until all amounts past due are paid in full, and/or terminate immediately this Agreement, any Equipment List, and SOW. (e) Cisco reserves the right to make changes to the scope and content of the Services or part thereof,including terminating the availability of a given Service,at any time upon ninety(90)days' prior notice. Such changes will become effective upon renewal of the affected Equipment Lists and SOWs. If Customer does not agree to a change of scope or content, Customer may terminate any affected Equipment List or SOW by notifying Cisco at least sixty (60) days prior to the expiration of the then current one (1) year term of the Equipment List or SOW. In such case, Cisco shall continue to provide Services until the next expiration date of the affected Equipment List or SOW. (f) Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement. (g) Upon termination of the Agreement, any Equipment List, or SOWS, Customer shall pay Cisco for all work performed under the affected Equipment Lists or SOWS up to the effective date of termination at the agreed-upon prices, fees, and expense reimbursement rates. (h) Firm orders for services under this Master Services Agreement placed and accepted prior to expiration of the contract term, (even if involving a multi-year commitment) remain valid in accordance with the contract terms which shall remain binding as to such prior orders only for the term stated therein, and shall not otherwise constitute an extension of the Master Services Agreement. Additional terms governing Term and Termination are covered in the WSCA NASPO Terms and Conditions. 8. Confidentiality.Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 9. Warranty. All services provided hereunder shall be performed in a workmanlike manner in accordance with industry standards expected of a company providing professional services in the networking industry. Except as specified in this section, Cisco hereby disclaims and customer waives all representations, conditions, and warranties (whether express, implied, or statutory), including without limitation, any warranty or condition (a) of merchantability, fitness for a particular purpose, non-infringement, title, satisfactory quality, accuracy, (b) arising from any course of dealing, course of performance, or usage in the industry. To the extent an implied warranty cannot be disclaimed, such warranty is limited in duration to the applicable express warranty period. Customer's sole and Cisco Systems, Inc. ATTACHMENT A-FINAL WSCA-NASPO Ts and Cs 3.12.14 3 CISCO. exclusive remedy for breach of warranty shall be, at Cisco's option, re-performance of the services; or termination of this agreement or the applicable equipment list or SOW and return of the portion of the service fees paid to Cisco by customer for such non-conforming services. 10. Limitation of Liability and Consequential Damages Waiver. Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 11. License.Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 12. Ownership. Cisco shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Cisco as of the Effective Date and all Intellectual Property in and to the Services, Cisco Products, Deliverables, and Data Collection Tools or other Intellectual Property provided or developed by Cisco or a third party on Cisco's behalf thereafter. Customer shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Customer as of the Effective Date and all Intellectual Property that is developed by Customer or by a third party on Customer's behalf thereafter without the benefit of any of Cisco's Intellectual Property. Third Party Products shall at all times be owned by the applicable third party. 13. Force Majeure.Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 14. Applicable law and Jurisdiction. Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 15. Export Control. Customer shall comply with such laws and regulations governing use, export, re- export, and transfer of Cisco Products and technology and will obtain all required U.S. and local authorizations, permits, or licenses. Information regarding compliance with U.S. use, export, re- export, and transfer laws may be found at: http./twww_cisco.com/wwl/exDort/compliance provisior,html. 16. Assignment. Terms of this Section are covered in the WSCA NASPO Terms and Conditions. 17. Subcontracting. Cisco reserves the right to subcontract Services to a third party organization including Fulfilment Partners or Servicing Subcontractors (as defined in the WSCA Master Agreement) to provide Services to Customer; provided that invoicing and/or payments will only be handled by and through Cisco and its authorized Fulfilment Partners. Any such subcontract shall not relieve Cisco of any of its obligations under this Agreement. If Contractor or its Fulfillment Partners are using servicing subcontractors for the performance of local marketing, maintenance, and/or technical support services in accordance with the terms and conditions of this Contract, servicing subcontractors may not directly accept purchase orders or payments for products or services from Purchasers under the terms and conditions of the contract. Only Contractor or Fulfillment Partners authorized by Cisco may directly accept purchase orders, invoice, or receive payments for products or services under the terms and conditions of the contract. The authorized Purchaser has the option of choosing whether to purchase the associated OEM maintenance and/or training to support the equipment purchased. 18. Inventory Review. From time-to-time Cisco may perform an inventory review of Customer's installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. Cisco will charge a Service fee if it finds that unauthorized Services are being provided. This Service fee includes amounts which should have been paid, interest, and attorneys' and audit fees. Attorneys'and audit fees will only be payable by the customer where the discrepancy exceeds 5 percent of the amount otherwise due and payable. Cisco requires that Customer take all necessary action (for example, disabling passwords) to ensure that any former employees and contractors do not access or use the Service. 19. Notices. Notwithstanding anything contained in the Agreement to the contrary, all notices required or permitted under this Agreement will be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or electronic mail (in the case of Cisco to Agreement-notice@cisco.com), (provided that the original document is placed in air mail/air courier or delivered personally, within seven (7) days of the facsimile electronic notice); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six [61 Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3,12,14 4 � 11141111 CISCO. days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery), with written verification of receipt. All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph. Notwithstanding the above, notices regarding general changes in pricing, policies, or programs may also be by posting on Cisco.com or by email or fax. 20. Entire Agreement. This Master Services Agreement, in addition to the general provisions of the WSCA Master Agreement pertinent to Services, is the complete agreement between the parties concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties, except as agreed between the parties.There are no conditions, understandings, agreements, representations, or warranties expressed or implied, that are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto. 21. No Waiver.The waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement. 22. Severability. In the event that one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph is invoked and,as a result, the value of this Agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this Agreement by written notice with immediate effect to the other. 23. Attorneys' Fees. In any suit or proceeding relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, incurred in connection with the suit or proceeding, including costs, fees, and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive expiration or termination and shall not be merged into any such judgment unless the judgment expressly precludes survivability. 24. No Agency. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. No employee of either party shall be or become,or shall be deemed to be or become,an employee of the other party by virtue of the existence or implementation of this Agreement. Each party hereto is an independent contractor. Neither party shall assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. 25. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original and together which shall constitute one and the same instrument. A validly executed counterpart that is delivered by one party to the other via electronic transmission (a "Counterpart Image") shall be valid and binding to the same extent as one delivered physically, provided that the valid signature is clearly visible in the Counterpart Image. In the event that a party delivers a Counterpart image in place of an originally-executed counterpart, such party shall retain the originally-executed counterpart in its files for at least the duration of the Term hereof. 26. Headings. Headings of sections have been added solely for convenience of reference and shall not be deemed part of this Agreement. 27. Survival. Sections 5 (Payment), 7 (Term and Termination), 8 (Confidentiality), 9 (Warranty), 10 (Limitation of Liability and Consequential Damages Waiver), 11 (License), 12 (Ownership), 13 (Force Majeure), 14 (Applicable Law and Jurisdiction), 15 (Export Control), Section 18 (Inventory Review), 19 (Notices), 20 (Entire Agreement), 21 (No Waiver), 22 (Severability), 23 (Attorneys' Fees), 24 (No Agency), 27 (Survival), and the Glossary of Terms shall survive the termination or expiration of this Agreement. Cisco Systems, Inc. ATTACHMENTA—FINAL WSCA-NASPO Ts and Cs 3.12.14 5 CISCO. Exhibit A Glossary of Terms In addition to the Definitions set forth in the WSCA Master Agreement, the following definitions shall apply to this Services Agreement: Additional Services means installation of new Hardware, system additions, Hardware upgrades, dispatch of a field engineer, or non-mandatory engineering changes otherwise within the scope of the WSCA Master Agreement. Advance Replacement means shipment of replacement Field-Replaceable Unit (FRU) before receiving failed or defective FRU. Advanced Services means the proactive Services within the scope of the WSCA Master Agreement, and as set forth in the AS Service Description(s) found at http://www.cisco.com/go/servicedescdptions throughout the term of the agreement and/or SOW(s)selected by the Customer. Advanced Services does not include Cisco's core maintenance services, such as SMARTnet or Software Application Services, nor does it apply to the purchase, support, or maintenance of any Products. Advanced Services Engineer means the Cisco engineer appointed to be the main point of contact for a Customer purchasing Advanced Services. Application Software means non-resident or standalone Software Products listed on the Price List and within the scope of the WSCA Master Agreement, that include but are not limited to Cisco Systems® Network management Software, security Software, IP telephony Software, Internet appliance Software, Cisco® Intelligent Contact Management Software, IP Contact Center Software, and Cisco Customer Interaction Suite Software. Business Days means the generally accepted days of operation per week within the relevant region where the Services shall be performed,excluding local holidays as observed by Cisco. Cisco.com (http://www.cisco.com)is the Cisco website for its suite of online services and information. Confidential Information means proprietary and confidential Information received by Cisco or Customer in connection with the Agreement and their relationship. Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, Software source documents,data, Customer lists, financial information,and sales and marketing plans or information which the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party, as well as, in the case of Cisco, any information posted on Cisco.com. Customer as defined in the WSCA Master Agreement means the entity purchasing Services for its own internal use either directly or through a Fulfilment Partner. Data Collection Tools means Hardware or Software tools that support Cisco's ability to provide troubleshooting on critical cases,data analysis, and report-generation capabilities. Depot Time or Local Time means Central European Time for Services provided in Europe-Middle-East and Africa, Australia's Easter Standard Time for Services provided in Australia, Japan's Standard Time for Services provided in Japan, and Pacific Standard Time for Services provided in all other locations. Deliverable means, with respect to each SOW, the items specified as deliverables in the SOW. Device Type means a Cisco supported Hardware Product (for example, Cisco Catalyst® 6509 Switch, GSR 12000, and Cisco 7200 Series Router). Direct Purchases means purchases of Services by Customer directly from Cisco. Documentation is user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials, and other information relating to Products or Services offered by Cisco, whether distributed in print, electronic, CD-ROM, or video format. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 6 Cisco . Equipment List means the list of Hardware and/or Software for which Cisco provides services. Event means notification by Customer of its performance of a planned Network Hardware, Software, or configuration change. Feature Set Upgrade means a separately licensed and priced Software release that contains an enhanced configuration or feature set. Field-Replaceable Unit(FRU)means any component or subassembly of an item or unit of Hardware that reasonably can be replaced at Customer's location. FRUs also may be subject to size and weight limitations. Four-hour Response means: (i) For Advance Replacement Service, the four-hour time period commences upon the Cisco problem diagnosis and determination that a FRU is required and ends when the FRU is delivered onsite. (ii) For onsite service, the four-hour time period commences upon the Cisco problem diagnosis and determination that remedial onsite service is required and ends when Cisco personnel arrive onsite. Fulfilment Partner means a system integrator, distributor or reseller authorized by Cisco to sell Services under the WSCA Master Agreement in a Participating State. Hardware means tangible Cisco equipment,devices, or components made available to Customers. Indirect Purchases means purchases of Services by Customer through a Fulfilment Partner. Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii)trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms, and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing). Level 1 means support that is defined as having the necessary technical staff(Cisco or Cisco-authorized Reseller) with appropriate skill, perform installations, Remedial Hardware Maintenance, and basic Hardware and Software configuration on Cisco Products. Level 2 means support that is defined as having the necessary technical staff with the appropriate skills to perform isolation, replication,and diagnosis of Internet-based problems on Cisco Product(s). Customer shall not report Software bugs to Cisco prior to attempting to identify the source of such bugs and testing in Customer's Network where appropriate. If the Customer cannot duplicate the bug in Customer's Network, Customer and Cisco shall cooperate in attempting to replicate and resolve related Software bugs in either Customer's or Cisco's test facility as mutually agreed. In all cases Customer will address Software bugs on a best effort basis to replicate same in Customer's Network and document activity to Cisco before seeking further resolution with Cisco's participation. Local Time means local time on Business Days. Maintenance Release means an incremental Software release that provides maintenance fixes and may provide additional Software functions. Cisco designates Maintenance Releases as a change in the digits to the right of the tenths digit or of the hundredths digit of the Software version number [x.x.(x) or x.x.x.(x)]. Major Release means a release of Software that provides additional software functions. Cisco designates Major Releases as a change in the ones digit of the Software version number[(x).x.x]. Minor Release means an incremental release of Software that provides maintenance fixes and additional Software functions. Cisco designates Minor releases as a change in the tenths digit of the Software version number[x.(x).x]. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPQ Ts and Cs 3.12.14 7 I11111111 Cisco . Network means a set of interconnected and interworking Cisco supported Hardware and Software that is implemented, operated, and supported by Customer from a single Network Operations Center(NOC). Network Infrastructure means your core transport and aggregation Network technology (for example, metro optical, ATM/Frame Relay, IP core, and Cisco security devices including, but not limited to, Firewall, IDS, and VPN3000). Network Infrastructure Size means the total value of Products in Customer's Network based on the global list price of the Products that Customer has purchased. Participating State means a member of WSCA authorized under state law to participate under this Agreement who subsequently executes a Participating Addendum, or any other state or Local Public Body authorized by the WSCA Contract Manager and Cisco to be a party to the resulting Agreement who subsequently executes a Participating Addendum. Price list means the price list for services applicable in the country where the Services are ordered or delivered. Product means both Cisco Hardware and/or Software which are generally available. Purchase Order or P.O. means a written or electronic order from Customer to Cisco for the Services to be provided by Cisco under this Agreement. Remedial Hardware Maintenance means diagnosis and onsite replacement of Hardware components with FRUs. RMA means Return Material Authorization. Services means one or more of the services options selected by the Customer in its Purchase Order and described at: http://www.Cisco.com/go/seryic; descriptions. Services Descriptions mean the detailed descriptions of the Services purchased by Customer which are incorporated in the MSA by reference. Software means the software programs licensed to Customer by Cisco along with copies, Updates, or Upgrades to those software programs. Standard Business Hours means (i) 8:00 AM to 5:00 PM, Depot time, on Business Days for replacement of failed Products and(ii)8:00 AM to 5:00 PM, Local Time at location of the respective Cisco TAC, on Business Days for case handling of TAC calls. Statement of Work (SOW) means the documents agreed upon by the parties that define Services and deliverables to be provided. TAC means the Cisco Technical Assistance Center. Technical Support Services means Services that provide both essential proactive and reactive operation and maintenance support Services identified as Technical Support Services at http://www.cisco.com/go/servicedescriptions. Technology Application means specific technologies including, but not limited to, content networking, broadband, and IP telephony that do not operate at the Network Infrastructure level. Third Party Products means third party Hardware and/or software, and all upgrades thereto, that are designated by Cisco as required for: (i) The operation of Application Software in conformance with Cisco applicable Application Software Documentation. (ii) Cisco support of the Application Software. Transactional Advanced Services means the project related or consultancy Services sold under a Statement of Work. Two-hour Response means: (i) For Advance Replacement, the two-hour time period commencing with Cisco's problem diagnosis and determination that a FRU is required and ending when the FRU is delivered onsite. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.1 Z 14 8 � 1l1 � 1 � 1 � CISCO. (ii) For onsite service, the two-hour time period commencing with our problem diagnosis and determination that remedial onsite service is required and ending when Cisco personnel arrive onsite. Update means Cisco Software Maintenance Releases, Minor Releases, and Major Releases containing the same configuration or feature set as originally acquired, unless the Customer has upgraded the applicable Hardware or Software to a configuration or feature set other than what was originally acquired, and the applicable license fee for that upgrade has been paid. Updates do not include Feature Set Upgrades. WSCA shall mean the WSCA NASPO Contracting Alliance (WSCA). WSCA is a cooperative group contracting consortium for state government departments, institutions, agencies, and political subdivisions (i.e_, colleges, school districts, counties, cities, etc.). Rights and obligations under this contract are limited to those Participating States who execute a Participating Addendum with Cisco. "WSCA Contract Manager"or"Contract Manager" shall mean the individual state member designated as the contract manager by WSCA, currently the State of Utah, as responsible for the legal maintenance and administration of the WSCA Master Agreement, notices, reports, and any other pertinent documentation or information. "WSCA Master Agreement" (also referred to as"Agreement'or"Contract')shall mean the underlying purchasing agreement executed by and between WSCA-NASPO Cooperative Purchasing Organization U_C ("State"),and Cisco,as now or hereafter amended. Cisco Systems, Inc. ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3.12.14 9 State of Utah Contract Number:AR233 ATTACHMENT B - Scope of Work The following categories are authorized under this contract: 5.2.1 DATA CENTER APPLICATION SERVICES—Application networking solutions and technologies that enable the successful and secure delivery of applications within data centers to local, remote, and branch-office users using technology to accelerate, secure, and increase availability of both application traffic and computing resources. 5.2.1.1 Virtualized Load Balancers—Virtual devices that act like a reverse proxy to distribute network and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include: SSL (Secure Sockets Layer)Off-loading Caching capabilities Layer 4 Load Balancing Layer 7 Load Balancing Detailed Reporting Supports multiple load balancers in the same system for multiple groups Supports TLS1.2 5.2.1.2 WAN Optimization—An appliance utilizing a collection of techniques for increasing data-transfer efficiencies across wide-area networks (WAN). Capabilities should include: CIFS (Common Internet File System)acceleration Data Compression SSL encryption/decryption for acceleration (Optional) Layer 4-7 visibility Application Specific optimization 5.2.2 NETWORKING SOFTWARE —Software that runs on a server and enables the server to manage data, users, groups, security, applications, and other networking functions. The network operating system is designed to allow shared file and printer access among multiple computers in a network,typically a local area network(LAN), a private network or to other networks. Networking software capabilities should include: Restartable Process High availability options Targeted operating systems, i.e. DC,campus, core, wan, etc. Operating System Efficiencies 5.2.2.1 Network Management and Automation —Software products and solutions for data center automation, cloud computing, and IT systems management. 5.2.2.2 Data Center Management and Automation —Software products and solutions that capture and automate manual tasks across servers, network, applications, and virtualized infrastructure. 5.2.2.3 Cloud Portal and Automation—Software products and solutions for cloud management with policy-based controls for provisioning virtual and physical resources. t State of Utah Contract Number:AR233 5.2.2.4 Branch Office Management and Automation —Software products and solutions for management of branch offices. Capabilities include remote troubleshooting, device management, WAN performance monitoring. 5.2.3 NETWORK OPTIMIZATION AND ACCELERATION — Devices and tools for increasing data-transfer efficiencies across wide-area networks. 5.2.3.1 Dynamic Load Balancing—An appliance that performs a series of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole. 5.2.3.2 WAN Acceleration —Appliance that optimizes bandwidth to improve the end user's experience on a wide area network(WAN). Capabilities should include: CIFS acceleration Data Compression SSL encryption/decryption for acceleration (Optional) Layer 4-7 visibility Application Specific optimization 5.2.3.3 High Availability and Redundancy—Limits any disruption to network uptime should an appliance face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances without impacting communication throughout the cluster. 5.2.4 OPTICAL NETWORKING—High capacity networks based on optical technology and components that provide routing, grooming, and restoration at the wavelength level as well as wavelength based services. 5.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches— Switches used in systems designed for long haul and ultra long-haul optical networking applications. 5.2.4.2 Edge Optical Switches—Provide entry points into the enterprise or service provider core networks. 5.2.4.3 Optical Network Management— Provides capabilities to manage the optical network and allows operators to execute end-to-end circuit creation. 5.2.4.4 IP over DWDM (IPoDWDM)—A device utilized to integrate IP Routers and Switches in the OTN (Optical Transport Network). 5.2.5 ROUTERS —A device that forwards data packets along networks.A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet. 5.2.5.1 Branch Routers—A multiservice router typically used in branch offices or locations with limited numbers of users and supports flexible configurations/feature. For example: security,VoIP, wan acceleration,etc. 5.2.5.2 Network Edge Routers—A specialized router residing at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks. 2 State of Utah Contract Number:AR233 5.2.5.3 Core Routers-High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next- generation applications such as IPTV and Video on Demand (VoD), and Software as a Service(SaaS). 5.2.5.4 Service Aggregation Routers— Provides multiservice adaptation, aggregation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services. 5.2.5.5 Carrier Ethernet Routers— High performance routers that enable service providers to deliver a suite of data,voice, and video services to enable next- generation applications such as IPTV, Video on Demand (VoD), and Software as a Service (SaaS). 5.2.6 SECURITY 5.2.6.1 Data Center and Virtualization Security Products and Appliances — Products designed to protect high-value data and data center resources with threat defense and policy control. 5.2.6.2 Intrusion Detection/Protection and Firewall Appliances—Provide comprehensive inline network firewall security from worms,Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW),which offer a wire-speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide: Non-disruptive in-line bump-in-the-wire configuration Standard first-generation Firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI)and virtual private networking (VPN), etc. Application awareness,full stack visibility and granular control Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists,white lists, etc. Upgrade path to include future information feeds and security threats SSL decryption to enable identifying undesirable encrypted applications(Optional) 5.2.6.3 Logging Appliances and Analysis Tools—Solutions utilized to collect, classify, analyze, and securely store log messages. 5.2.6.4 Secure Edge and Branch Integrated Security Products —Network security, VPN, and intrusion prevention for branches and the network edge. Products typically consist of appliances or routers. 5.2.6.5 Secure Mobility Products—Delivers secure, scalable access to corporate applications across multiple mobile devices. 5.2.6.6 Encryption Appliances—A network security device that applies crypto services at the network transfer layer-above the data link level, but below the application level. 5.2.6.7 On-premise and Cloud-based services for Web and/or Email Security— Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. 5.2.6.8 Secure Access—Products that provide secure access to the network for any device, including personally owned mobile devices (laptops,tablets, and smart phones). Capabilities should include: Management visibility for device access 3 State of Utah Contract Number:AR233 Self-service on-boarding Centralized policy enforcement Differentiated access and services Device Management 5.2.7 STORAGE NETWORKING— High-speed network of shared storage devices connecting different types of storage devices with data servers. 5.2.7.1 Director Class SAN (Storage Area Network) Switches and Modules—A scalable, high-performance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud storage and highly virtualized environments. 5.2.7.2 Fabric and Blade Server Switches—A Fibre Channel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-to-many communication, device name lookup, security, and redundancy. FC switches implement zoning; a mechanism that disables unwanted traffic between certain fabric nodes. 5.2.7.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management—Management tools to provisions, monitors,troubleshoot, and administers SANs and VSANs. 5.2.7.4 SAN Optimization—Tools to help optimize and secure SAN performance (ie. Encryption of data-at-rest,data migration, capacity optimization, data reduction, etc. 5.2.8 SWITCHES— Layer 2/3 devices that are used to connect segments of a LAN (local area network)or multiple LANs and to filter and forward packets among them. 5.2.8.1 Campus LAN—Access Switches — Provides initial connectivity for devices to the network and controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support: Security i. SSHv2 (Secure Shelf Version 2) ii. 802.1X(Port Based Network Access Control) iii. Port Security iv. DHCP (Dynamic Host Configuration Protocol)Snooping VLANs Fast Ethernet/Gigabit Ethernet PoE (Power over Ethernet) link aggregation 10 Gb support Port mirroring Span Taps Support of IPv6 and IPv4 4 State of Utah Contract Number:AR233 Standards-based rapid spanning tree Netflow Support(Optional). 5.2.8.2 Campus LAN—Core Switches —Campus core switches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide: High bandwidth Low latency Hot swappable power supplies and fans • Security SSHv2 MacSec encryption Role-Based Access Control Lists(ACL) Support of IPv6 and IPv4 1/10/40/100 Gbps support IGP (Interior Gateway Protocol)routing EGP (Exterior Gateway Protocol) routing VPLS (Virtual Private LAN Service)Support VRRP (Virtual Router Redundancy Protocol)Support Netflow Support. 5.2.8.3 Campus Distribution Switches—Collect the data from all the access layer switches and forward it to the core layer switches.Traffic that is generated at Layer 2 on a switched network needs to be managed, or segmented into Virtual Local Area Networks(VLANs), Distribution layer switches provides the inter- VLAN routing functions so that one VLAN can communicate with another on the network. Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists(ACLs). High bandwidth Low latency Hot swappable power supplies and fans Security(SSHv2 and/or 802.1 X) Support of IPv6 and IPv4 Jumbo Frames Support Dynamic Trunking Protocol (DTP) Per-VLAN Rapid Spanning Tree (PVRST+) Switch-port auto recovery NetFlow Support or equivalent 5.2.8.4 Data Center Switches— Data center switches, or Layer 2/3 switches, switch all packets in the data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists(ACLs), all at Gigabit and 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include: High bandwidth Low latency Hot swappable power supplies and fans 5 State of Utah Contract Number:AR233 Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware-based Inter-Switch Link (ISL)trunking Load Balancing across Trunk group able to use packet based load balancing scheme Bridging of Fibre Channel SANs and Ethernet fabrics Jumbo Frame Support Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member Ability to remotely disable and enable individual ports Support NetFlow or equivalent 5.2.8.5 Software Defined Networks (SDN)-Virtualized Switches and Routers— Technology utilized to support software manipulation of hardware for specific use cases. 5.2.8.6 Software Defined Networks (SDN)—Controllers-is an application in software- defined networking (SDN)that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets.The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic. 5.2.8.7 Carrier Aggregation Switches—Carrier aggregation switches route traffic in addition to bridging (transmitted) Layer 2/Ethemet traffic. Carrier aggregation switches' major characteristics are: Designed for Metro Ethernet networks Designed for video and other high bandwidth applications Supports a variety of interface types,especially those commonly used by Service Providers Capabilities should include: Redundant Processors Redundant Power IPv4 and IPv6 unicast and multicast High bandwidth Low latency Hot swappabie power supplies and fans MPLS (Multiprotocol Label Switching) BGP (Border Gateway Protocol) Software router virtualization and/or multiple routing tables Policy based routing • Layer 2 functionality Per VLAN Spanning Tree Rapid Spanning Tree VLAN IDs up to 4096 Layer 2 Class of Service(IEEE 802.1 p) Link Aggregation Control Protocol (LACP) 6 State of Utah Contract Number:AR233 QinQ (IEEE 802.1ad) 5.2.8.8 Carrier Ethernet Access Switches—A carrier Ethernet access switch can connect directly to the customer or be utilized as a network interface on the service side to provide layer 2 services. Hot-swappable and field-replaceable integrated power supply and fan tray AC or DC power supply with DC input ranging from 18V to 32 VDC and 36V to 72 VDC Ethernet and console port for manageability SD flash card slot for additional external storage Stratum 3 network clock Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate Support for dying gasp on loss of power Support for a variety of small form factor pluggable transceiver(SFP and SFP+)with support for Device Object Model (DOM) Timing services for a converged access network to support mobile solutions, including Radio Access Network(RAN)applications Support for Synchronous Ethernet(SyncE)services Supports Hierarchical Quality of Service(H-QoS)to provide granular traffic-shaping policies Supports Resilient Ethernet Protocol REP1G.8032 for rapid layer-two convergence 5.2.9 WIRELESS— Provides connectivity to wireless devices within a limited geographic area. System capabilities should include: Redundancy and automatic failover IPv6 compatibility NTP Support 5.2.9.1 Access Points—A wireless Access Point(AP) is a device that allows wireless devices to connect to a wired network using Wi-Fi, or related standards. Capabilities should include: 802.11 a/b/g/n 802.11 n 802.11 ac Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture) UL2043 plenum rated for safe mounting in a variety of indoor environments Support AES-CCMP (128-bit) Provides real-time wireless intrusion monitoring and detection 5.2.9.2 Outdoor Wireless Access Points—Outdoor APs are rugged, with a metal cover and a DIN rail or other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include: Flexible Deployment Options Provides real-time wireless intrusion monitoring and detection Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture) State of Utah Contract Number:AR233 5.2.9.3 Wireless LAN Controllers—An onsite or offsite solution utilized to manage light- weight access points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include: Ability to monitor and mitigate RF interference/self-heal Support seamless roaming from AP to AP without requiring re-authentication Support configurable access control lists to filter traffic and denying wireless peer to peer traffic System encrypts all management layer traffic and passes it through a secure tunnel Policy management of users and devices provides ability to de-authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic Support configurable access control lists to filter traffic and denying wireless peer to peer traffic 5.2.9.4 Wireless LAN Network Services and Management— Enables network administrators to quickly plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include: Provide for redundancy and automatic failover Historical trend and real time performance reporting is supported Management access to wireless network components is secured SNMPv3 enabled RFC 1213 compliant Automatically discover wireless network components Capability to alert for outages and utilization threshold exceptions Capability to support Apple's Bonjour Protocol/mDNS QoS/Application identification capability 5.2.9.5 Cloud-based services for Access Points —Cloud-based management of campus-wide WiFi deployments and distributed multi-site networks. Capabilities include: Zero-touch access point provisioning Network-wide visibility and control RF optimization, Firmware updates 5.2.9.6 Bring Your Own Device(BYOD) —Mobile Data Management(MDM) technology utilized to allow employees to bring personally owned mobile devices (laptops, tablets, and smart phones)to their workplace, and use those devices to access privileged government information and applications in a secure manner. Capabilities should include: Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless Provide user and devices authentication to the network Provide secure remote access capability Support 802.1 x Network optimization for performance, scalability, and user experience 8 State of Utah Contract Number:AR233 5.3.0 UNIFIED COMMUNICATIONS (UC)—A set of products that provides a consistent unified user interface and user experience across multiple devices and media types. Unified Communications that is able to provide services such as session management,voice, video, messaging, mobility, and web conferencing. It can provide the foundation for advanced unified communications capabilities of IM and presence-based services and extends telephony features and capabilities to packet telephony network devices such as IP phones, media processing devices,Voice over IP (VoIP)gateways, and multimedia applications.Additional services, such as unified messaging, multimedia conferencing, collaborative contact centers, and interactive multimedia response systems, are made possible through open telephony APIs. General UC solution capabilities should include: High Availability for Call Processing Hardware Platform High Availability Network Connectivity High Availability Call Processing Redundancy 5.3.0.1 IP Telephony—Solutions utilized to provide the delivery of the telephony application (for example,call setup and teardown, and telephony features)over IP, instead of using circuit-switched or other modalities. Capabilities should include: Support for analog, digital, and IP endpoints Centralized Management Provide basic hunt group and call queuing capabilities Flexibility to configure queue depth and hold time, play unique announcements and Music on Hold (MoH), log in and log out users from a queue and basic queue statistics(from the phone E911 Support 5.3.0.2 Instant messaging/Presence—Solutions that allow communication over the Internet that offers quick transmission of text-based messages from sender to receiver. In push mode between two or more people using personal computers or other devices, along with shared clients, instant messaging basically offers real- time direct written language-based online chat. Instant messaging may also provide video calling,file sharing, PC-to-PC voice calling and PC-to-regular- phone calling. 5.3.0.3 Unified messaging—Integration of different electronic messaging and communications media (e-mail, SMS, Fax,voicemail,video messaging,etc.) technologies into a single interface, accessible from a variety of different devices. Ability to access and manage voice messages in a variety of ways, using email inbox, Web browser, desktop client,VoIP phone,or mobile phone Visual Voicemail Support(Optional) 5.3.0.4 Contact Center—A computer-based system that provides call and contact routing for high-volume telephony transactions, with specialist answering"agent' stations and a sophisticated real-time contact management system.The definition includes all contact center systems that provide inbound contact handling capabilities and automatic contact distribution, combined with a high degree of sophistication in terms of dynamic contact traffic management. 5.3.0.5 Communications End Points and Applications Attendant Consoles IP Phones 5.3.0.6 UC Network Management—Provides end-to-end service management for Unified Communications. Capabilities include testing, performance monitoring, configuration management, and business intelligence reporting. 9 State of Utah Contract Number:AR233 5.3.0.7 Collaboration —Voice, video, and web conferencing; messaging; mobile applications; and enterprise social software. 5.3.0.8 Collaborative Video—A set of immersive video technologies that enable people to feel or appear as if they were present in a location that they are not physically in. Immersive video consists of a multiple codec video system,where each meeting attendee uses an immersive video room to"dial in"and can see/talk to every other member on a screen (or screens)as if they were in the same room and provides call control that enables intelligent video bandwidth management. 5.3.0.8.1 Content Delivery Systems(CDS)—A large distributed system of servers deployed in multiple data centers connected by the Internet.The purpose of the content delivery system is to serve content to end-users with high availability and high performance. CDSs serve content over the Internet, including web objects (text, graphics, URLs, and scripts), downloadable objects (media files, software, documents), applications (e-commerce, portals), live streaming media, on-demand streaming media, and social networks. 5.3.0.8.2 Physical Security—Technology utilized to restricting physical access by unauthorized people to controlled facilities. Technologies include: a. Access control systems b. Detection/Identification systems, such as surveillance systems, closed circuit television cameras, or IP camera networks and the associated monitoring systems. c. Response systems such as alert systems, desktop monitoring systems, radios, mobile phones, IP phones, and digital signage d. Building and energy controls 5.3.1 SERVICES— For each Category above(5.21-5.30),the following services should be available for procurement as well at the time of product purchase or anytime afterwards. 5.3.1.1 Maintenance Services— Capability to provide technical support,flexible hardware coverage, and smart, proactive device diagnostics for hardware. 5.3.1.2 Professional Services Deployment Services Survey/Design Services— Includes, but not limited to, discovery, design, architecture review/validation, and readiness assessment. Implementation Services—Includes, but not limited to, basic installation and configuration or end-to-end integration and deployment. Optimization— Includes, but not limited to, assessing operational environment readiness, identify ways to increase efficiencies throughout the network, and optimize Customer's infrastructure, applications and service management. Remote Management Services— Includes, but not limited to, continuous monitoring, incident management, problem management,change management, and utilization and performance reporting that may be on a subscription basis. Consulting/Advisory Services— Includes, but not limited to, assessing the availability, reliability, security and performance of Customer's existing solutions. 10 State of Utah Contract Number:AR233 Data Communications Architectural Design Services—Developing architectural strategies and roadmaps for transforming Customer's existing network architecture and operations management. Statement of Work(SOW)Services—Customer-specific tasks to be accomplished and/or services to be delivered based on Customer's business and technical requirements. 5.3.1.3 Partner Services—Provided by Contractor's Authorized Partners/Resellers. Subject to Contractor's approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. As the prime, Contractor is still ultimately responsible for the performance of its Partners/ Resellers. Customers can have the option to purchase the Services to be directly delivered by Contractor(OEM)or its certified Partners/Resellers. 5.3.1.4 Training—Learning offerings for IT professionals on networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement. u STATE OF UTAH CONTRACT NUMBER—AR233 Attachment C—Pricing Solicitation NumberJP14001 WSCA-NASPO Data Communications RFP Vendor Name: Cisco Systems, Inc. RFP Product Categories: Minimum Discount Percentage: 5.2.1 DATA CENTER APPLICATION SERVICES Discount% 35.00 5.2.2 NETWORKING SOFTWARE Discount% 35.00 5.2.3 NETWORK OPTIMIZATION AND ACCELERATION Discount% 35.00 5.2.4 OPTICAL NETWORKING Discount% 35.00 5.2.5 ROUTERS Discount% 35.00 5.2.6 SECURITY Discount% 35.00 5.2.7 STORAGE NETWORKING Discount% 35.00 5.2.8 SWITCHES Discount% 35.00 5.2.9 WIRELESS Discount% 35.00 5.3.0 UNIFIED COMMUNICATIONS(UC) Discount% 35.00 WARRANTY: See Section 30 of the WSCA-NASPO/Cisco Master Agreement. 1 CAPITAL LEASE FINANCING: Allowed under and subject to Section 22 of the WSCA-NASPO Master Agreement. 5.3.1 SERVICES For RFP evaluation purposes,vendors must provide not to exceed post sale on site service and consulting rates that are fully loaded(inclusive of travel,lodging, and meals)for each service category below. Remote access rates for non-warranty and consultation services must be expressed as a separate net hourly labor rate. Definition of Onsite: Customer premise. Definition of Remote:Vendor premise. Maintenance Services Onsite Hourly Rate$ NTE 600.00 Remote Hourly Rate$ NTE S2S.00 Professional Services-Deployment Services Onsite Hourly Rate$ NTE 743.17 Remote Hourly Rate$NTE 661.17 ConsultindAdvisory Services Onsite Hourly Rate$ NTE 743.17 Remote Hourly Rate$ NTE 661.17 Architectural Design Services Onsite Hourly Rate$NTE 743.17 Remote Hourly Rate $NTE 661.17 2 Statement of Work Services Onsite Hourly Rate$NTE 743.17 Remote Hourly Rate$ NTE 661.17 Partner Services Onsite Hourly Rate$NTE 600.00 Remote Hourly Rate$ NTE 525.00 Training Deployment Services Onsite Hourly Rate$ NTE 600.00 Remote Hourly Rate$ NTE 525.00 In addition to the above, Cisco,through applicable Authorized Resellers, is pleased to offer hosted service offerings for certain technology categories listed above(at Cisco's discretion).These hosted offerings provide WSCA-NASPO customers with an alternative way to consume the technology to best meet their needs and provide flexible payment models.These models may be well suited for customers that have limited technical staff for technology deployment and ongoing administration. The hosted service offerings are based on Cisco validated architectures and delivered through carefully vetted and approved Authorized Resellers. Due to the unique requirements of each customer, Cisco and the approved Authorized Resellers can work with the customer to understand their unique requirements and deploy hosted offerings to best meet their needs.Additional contractual terms and conditions specific to the hosted solutions may be required. Current Cisco Systems, Inc. pricing sheets,approved by the State of Utah, can be found at the following web link: IMPORTANT: The minimum discount percentage listed in this attachment is for general informational purposes only and may not apply to every line item authorized under this contract. For specific item pricing, please refer to the contact price list weblink provided in this document. Vendors are required to post state specific pricing on their hosted website or through the WSCA-NASPO eMarket center as required by solicitation JP14001, in addition to the vendor pricing sheets approved and hosted by the State of Utah's master contract summary sheet.The State of Utah vendor pricing sheets will serve as the approved base price and do not include any applicable state specific administrative fees. State specific pricing, hosted on the vendor website or WSCA-NASPO eMarketcenter may reflect authorized state specific administrative fees. No other fees are authorized under this contract. Pricing audits may be conducted at any time by the State of Utah,WSCA-NASPO, or 3,d party audit provider to ensure accurate pricing. 3 Per Solicitation JP14001, the following pricing/product requirements and instructions apply: 1.11 Pricing Structure Pricing Structure: Pricing for the State of Utah WSCA-NASPO Master Agreements shall be based on the Percent Discount off the current global MSRP Schedule applicable to United States customers. 1.12 Price Guarantee Period Price Guarantee Period: The Data Communication Provider's Discount rate shall remain in effect for the term of the WSCA-NASPO Master Price Agreement. 1.13 Price Escalation Equipment,Supplies and Services: Data Communications provider may update the pricing on their MSRP price list one time every year after the first year of the original contract term. The WSCA-NASPO Contract Administrator will review a documented request for a Price Schedule price list adjustment only after the Price Guarantee Period. 1.14 Price Reductions In the event of a price decrease in any category of product at any time during the contract in a Provider's Price Schedule, including renewal options,the WSCA-NASPO Contract Administrator shall be notified immediately. All Price Schedule price reductions shall be effective upon the notification provided to the WSCA-NASPO Master Agreement Administrator. 1.15 Usage Reporting Requirement All Data Communication Provider's will be required to provide quarterly usage reports to the WSCA- NASPO Contract Administrator or designee. The initiation and submission of the quarterly reports are the responsibility of the Data Communication Contract Provider. You are responsible to collect and report all sales data including your resellers and partners sales associated with your Master Agreement. There will be no prompting or notification provided by the WSCA-NASPO Contract Administrator. The quarterly usage reports are due as follows: Quarter#1: July 1 through September 30, due annually by November 30. Quarter#2: October 1 through December 31, due annually by February 28. Quarter#3: January 1 through March 31,due annually by May 31. Quarter#4: April 1 through June 30, due annually by August 31. 1.20 WSCA Administrative Fee The Contracted Supplier must pay a WSCA-NASPO administrative fee of one quarter of one percent (.25%)in accordance with the terms and conditions of the contract.The WSCA-NASPO administrative fee shall be submitted quarterly and is based on the actual sales of all products and services in conjunction with your quarterly reports. The WSCA-NASPO administrative fee must be included when determining the pricing offered.The WSCA-NASPO administrative fee is not negotiable and shall not be added as a separate line item on an invoice. Additionally, some WSCA-NASPO participating entities may require that an administrative fee be paid directly to the WSCA-NASPO participating entity on purchases made by purchasing entities within that State. For all such requests,the fee percentage, payment method and payment schedule for the participating entity's administrative fee will be incorporated in the Participating Addendum. Data Communications Provider will be held harmless, and may adjust(increase)the WSCA-NASPO Master Agreement pricing by the fee percentage for that participating entity accordingly for purchases made by purchasing entities within the jurisdiction of the State.All such agreements may not affect the 4 WSCANASPO fee or the prices paid by the purchasing entities outside the jurisdiction of the participating entities requesting the additional fee. The WSCA-NASPO quarterly administrative fee will be submitted along with the quarterly usage reports as set forth below: Quarter#1: July 1 through September 30, due annually by November 30. Quarter#2: October 1 through December 31,due annually by February 23. Quarter#3: January 1 through March 31,due annually by May 31. Quarter#4: April 1 through June 30,due annually by August 31. 5.3.2 ADDING PRODUCTS The ability to add new equipment and services is for the convenience and benefit of WSCA-NASPO, the Participating States, and all the Authorized Purchasers. The intent of this process is to promote"one-stop shopping" and convenience for the customers and equally important,to make the contract flexible in keeping up with rapid technological advances.The option to add new product or service categories and/items will expedite the delivery and implementation of new technology solutions for the benefit of the Authorized Purchasers. After the contracts are awarded, additional IT product categories and/or items may be added per the request of the Contractor, a Participating State,an Authorized Purchaser or WSCA-NASPO. Additions may be ad hoc and temporary in nature or permanent.All additions to an awarded Contractor or Manufacturer's offerings must be products,services,software,or solutions that are commercially available at the time they are added to the contract award and fall within the original scope and intent of the RFP (i.e., converged technologies,value adds to manufacturer's solution offerings,etc.). 5.3.2.1 New Product from Contractors— If Contractor,a Participating State, an Authorized Purchaser or WSCA-NASPO itself requests to add new product categories permanently,then all awarded Contractors(Manufacturers)will be notified of the proposed change and will have the opportunity to work with WSCA to determine applicability, introduction,etc.Any new products or services must be reviewed and approved by the State of Utah WSCA-NASPO Contract Administrator. 5.3.2.2 Ad Hoc Product Additions—A request for an ad hoc, temporary addition of a product categoryfitem must be submitted to WSCA-NASPO via the governmental entity's contracting/purchasing officer. Ad hoc,temporary requests wilt be handled on a case-by-case basis.The State of Utah WSCA- NASPO Contract Administrator must also be notified and will review and approve the addition before the purchase is finalized by the end user.The State of Utah WSCA-NASPO Contract Administrator has the final approval on any Ad Hoc product additions. 5.3.2.3 Pricelist Updates—As part of each Contractor's ongoing updates to its pricelists throughout the contract term, Contractor can add new SKUs to its awarded product categories that may have been developed in-house or obtained through mergers, acquisitions or joint ventures; provided, however,that such new SKUs fall within the Contractor's awarded product categories. Updated price lists will be reviewed and approved by the State of Utah WSCA-NASPO Contract Administrator before the revised price list is considered valid. 5 NASPO Value in Logo Use Agreement Between And NAS PO Cooperative Purchasing Organization LLC, doing business as NASPO VatuePoint This Agreement between iv*o Sy , Inc. (hereinafter"CONTRACTOR")and the NASPO Cooperative Purchasing organization LLC, doing business as NASPO Val oint(hereinafter"NASPO VatuePoint"), governs use of the NASPO VatuePoint name and logo during the term of any current Master Agreement and amendments to that Master Agreement. CONTRACTOR may use the name and logo only as set forth below. This agreement supersedes any previous permission regarding use of the names and associated logos of NASPO,Western States Contracting Alliance(WSCA),or WSCA-NASPO in conjunction with NASPO's cooperative purchasing program, and any use not expressly permitted herein is prohibited. Any use of the name and logo permitted under this agreement shall be consistent with NASPO VatuePoint Style Guide 2015 or any revised version of the Style Guide communicated in writing to CONTRACTOR (the"Style Guide"). 1. CONTRACTOR may display the NASPO VatuePoint name and logo on the face of any Master Agreement consistent with the Style Guide, including all electronic and hard copy versions, during the term of any Master Agreement held by the CONTRACTOR. 2. CONTRACTOR and its subcontractors, resellers, and agents may display the NASPO VatuePotnt name and logo consistent with the Style Guide on a web site as a "click on"link to the Masten Agreement, during the tern of any Master Agreement held by the CONTRACTOR. No other use of the logo or name is permitted on any web site, except as permitted in paragraphs t and 3. 3. With, and only with, prior written approval of the NASPO VatuePoint Cooperative Development Coordinator, working with the Lead State Contract Administrator,CONTRACTOR may advertise a Master Agreement in publications and promotional materials aimed at state, local government and other entities eligible to use the Master Agreement. The sole focus and intent of such advertisements must be to increase participation in the Master Agreement, The NASPO VatuePoint name may be used and the loqDs displayed in the advertisement ONLY as it relates to the Master Agreement. The NASPO VatuePotnt approval extends to the content and appearance of the advertisement and the media in which the advertisement will appear. 4. CONTRACTOR may not make explicit or implicit representations concerning the opinion of NASPO, NASPO ValuePoint, the Lead State, or any Participating State regarding CONTRACTOR or its products or services. This restriction inches general use of the NASPO VatuePoint name and logo NOT directly linked to or related to the Master Agreement. 5. CONTRACTOR mint ensure that its subcontractors, reselters, and agents adhere to the terms of this Agreement, and CONTRACTOR is responsible for any breach by these entities. 6. CONTRACTOR must immediately cease all use of the NASPO VatuePoint name and logo if directed to do so in writing by NASPO VatuePoint, and CONTRACTOR must ensure that its subcontractors, resetters,and agents Immediately cease all,use. 7. CONTRACTOR shalt not make, or permit its subcontractors, reseilers, or agents to make, any alterations to NASPO VatuePoint name or logo(including characters, style and colors) that is not permitted by the Style Guide, and CONTRACTOR shall not use or permit the use of NASPO Vat int's name or logo in a manner or context that could adversely affect NASPO VatuePoint's integrity,goodwill, or reputation. 8. Upon termination or expiration of any Master Agreement,CONTRACTOR and its subcontractors, resellers, and agents must cease all use of the NASPO VatuePoint name and logo in connection with that terminated or expired Master Agreement; except that, CONTRACTOR may use the NASPO VatuePoint name for reference purposes in a description of its prior experience. CONTRACTOR: Cisco Systems, Inc. NASPO VatuePoint- t s+p++tu. seo,sede Director, F`inarcei L,��p ft•� no�2� -- APR 0 9 2015 nue Date (v 3-2015) APPROVED BY LEGAL