HomeMy WebLinkAboutIT18-211 - Original - State of Utah - State Cooperative Contract 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
N ❑ Government Agency
City State Zip
(Corporate Headquarters Address)
Contact Person Mimi,Farr Phone#408-527-2027 Fax#408-608-1802 Email mimnguyeAcisco.com
Federal Tax ID#77-0059951 Vendor#VC00001.18462 Commodity Code#20458,20464,20621,20E23,2t1Ca59,
83833. 83800, 88332,-y2000
2. GENERAL PURPOSE OF AC_CONTR _T: The general purer se of this contract is todrravde:
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 201414 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: 3fl do s AIW
MINIMUM ORDER: N/A
FREIGHT TERMS: FOB Destination,Freight Prcaid
5. ATTACHMENT A: Standard Contract Terms and Conditions, State Cooperative Contract
ATTACHMENT B: Scope of Work
ATTACHMENT C: Product Offerings-grid-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.
Anv 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#JP14001 and JPI4001-1
dated August 30,2013 and December 2,2013.
IN WITNESS WHEREOF,the parties sign and cause this contract to be executed.
CONTR/si-pnaturc
STATE OF UTAH
__ Maevte 19, 2014,
contract Date Director,Div.of Purchasing&General Svs. D to
Juan Palo Sm dmnn.
Dj qp FIB
Type or Print Name and Title
APPROVED BY LEGAL
Rev 05/14/12
r;
.R
ATTACHMENT A
M(SCA-NAS_PO Masten Aareement Tonins and Condition
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. Contractor's response to the Solicitation.
These documents shall be read to be consistent and complementary. Any conflict among these
documents shall be resolved by giving priority to these documents in the order listed above. Contractor
terms and conditions that apply to this Master Agreement are only those that are expressly accepted by
the Lead State and must be in writing and attached to 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 quotation/sales 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. ASSIGNMENTISUBCONTRACT 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,NQN:1DIS
Q L S IRE AN IN T 4 F
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 Eni 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 Partys 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 Partys 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 aga'mst 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.MEAMM 9!R911111IIEDIES
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 specked 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
ro�
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 failures) 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
i. 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, (5) third-party stand-alone
products which are not a component of equipment resold by Contractor, (iii) end-of-fife products
where the termination of the product has been announced by Contractor, (iv) products which
have been fine-stopped due to software discrepancies, reconfiguration, industry-wide product
shortages, or alleged infringement claims, or(vi)situations where government rated orders create
delays in lead-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 Contractors 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 4.AY7/ 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.INI)JEMNIFICATIO
Each party to this Agreement shall defend, indemnity, 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 attomeys'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 parry'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. INDEM, i ICATIQN,-IiNTELLECTUALPROPERTY
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-NASPO 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 passibility thereof.
13. INDEPENDENT CQNTRACTOR 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 Bests Reports. Failure to buy and maintain
the required insurance may result in this Master Agreements 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 failing within Contractor's indemnity obligations
pursuant to the terms of this Master Agreement, and (5) 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, IP addresses, port(s), seal(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. uporadesiuedates. and additional conies.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS MASTER AGREEMENT: (1)
CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR
wwiw
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.
17A 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 Tern and Termination of Licensp, 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 Customers 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 he 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 NUMBER$ 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
re ,
Cisco Systems, Inc.
A TTACHMENTA—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 frfteen 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 hfto://wvm,c_ii mtla 11s rvi' 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 sales 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 specfcations, 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: hftp://www.cisco.com/c/en/us/products/eas-eol-policy.htmi.
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 P _RTICIPATI N 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 Ts 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. STAN'DAR F 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-RNAL 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 centers 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 prid 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.
A 7TACHMENT 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 "Cuskomer") 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.
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
tO � M ® I � le
Cisco,
Wh
Exhibit t —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/gofterms (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 distributelsell the Cisco equipment
software and services within your territory to end users.
Please note that the remaining license terms are addressed in the WSCA—NASPO Master Agreement
Terms and Conditions.
Cisco Systems, Inc.
ATTACNMENTA—FINAL WSCA-NASPO Ts and Cs 3.1244 t
rl � la � � i ®
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 taws of Untied 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 64114-1061, 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 3.12.f4 2
® I � IrI �,' Ir
Cisco.
(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 terns, 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
rl � lrl � l '
Ciscli
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 Ciscos 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.
1S- 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:
htto:$lt .cJSCe.casMfwwf/exnogcgmpeiance r(visio-Intml,
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 Futfilment Partners or Servicing Subcontractors (as defined in the WSCA Master
Agreement) to provide Services to Customer; provided that invoicing andlor 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 andlor 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.cam), (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.
ATTACHMENTA—FINAL WSCA-NASPO Ts and Cs 3.12.14 4
e11141111
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 tens 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, 0 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 parry 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
Mejeure), 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,
ATTACHMENT A—FINAL WSCA-NASPO Ts and Cs 3,12.14 5
111114111111
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.cisr-o.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 (ht Jlwvtiwtiw.cdsco.cgW)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 irformaton 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 Eastern 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
ol1, lal1l' r
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 Customers 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.
(it) 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 Futfilment 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 7 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.
ATTACHMENTA-FINAL WSCA-NASPO Ts and Cs 3.12.14 7
r11141114
cllsco
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: htto fwwuw.cisco,corkitoolseryiced tdons.
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 (1) 6:00 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
h ,:#.www.ciscn.com&.q+1.ti'''sr!Lit o
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:
(1) 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—RIVAL WSCA-NASPO Ts and Cs J.12.14 8
tr � irl � ln
cisco-
i mmMtim^wwummwnwmiwawwwwumuwww,w�mwunuroary
(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 LLC ("State"),and Cisco, as now or hereafter amended.
Cisco Systems, Inc.
ATTACHMENTA—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 I 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
iniine 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 213 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 Shell Version 2)
0. 802.1X(Port Based Network Access Control)
lii. 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
Ill 014 011 00 Gbps support
IGP (Interior Gateway Protocol)routing
EGP (Exterior Gateway Protocol) routing
VPLS (Virtual Private LAN Service) Support
VRRP (Virtual Router Redundancy Protocol)Support
Netfow 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 WAN 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 213 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 213 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 part-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/Ethernet 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 swappable 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.
Mot-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 REP/G.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
802.11ac
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 Deptoyment Options
Provides real-time wireless intrusion monitoring and detection
Capable of controller discovery method via DHCP (onsite controller or offsite through
Cloud Architecture)
7
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 802.1x
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)
5.3.0A 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 PartnerslResellers 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 Number11314001
WSCA-NASPO Data Communications RFP
Vendor Name: Cisco Systems, Inc.
RFP Product Cate odes. 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-NASPOtCisco 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$ fs7E 6W. 1
Remote Hourly Rate $ NTE 52SAO
Professional Services-Deployment Services
Onsite Hourly Rate$PffE 743.17
Remote Hourly Rate$ RgL661,17
Consulting/Advisory Services
Onsite Hourly Rate$ RATE 743.17
Remote Hourly Rate $ N'Tt_ 61..17
Architectural Design services
Onsite Hourly Rate $NTE 74117
Remote Hourly Rate$NTE 661A7
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,525M
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 archdeetures 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:
WRIMOANNAMMMMMOM
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 41: 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 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.
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
andridems 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 categones 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 will be handled on a case-by-case basis. The State of Utah WSCA-
NASPO Contract Administrator must also be noted 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