HomeMy WebLinkAboutCAG2022-086 - Original - Cisco Systems, Inc. - WA Department of Enterprise Services - Participating Addendum NASPRO ValuePoint Master Agreement No: AR3227 - 03/07/2022ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
This cooperative purchasing agreement was authorized by Council for
procurement of data communications products and services by the IT
Department.
03/07/20922
Cisco - AR3227
Council Motion
(Unanimous Consent on 02/15/22)
DATE: February 15, 2022
TO: Kent City Council
SUBJECT: Cooperative Purchase Agreement with Cisco Systems, Inc.
- Authorize
MOTION: I move to authorize the IT Department to purchase data
communications products and services through the cooperative purchasing
agreement the state Department of Enterprise Services has with Cisco
Systems, Inc., if those purchases are within the City’s established budgets
and made during the term of the state contract, which is in effect through
September 30, 2024, but may be extended through September 30, 2026, or
later.
SUMMARY: The City has entered into an agreement with the state Department of
Enterprise Services (“DES”), which allows the City to purchase through contracts
the state publicly bids and enters into with various vendors. The state has, in turn,
entered into an agreement with a national purchasing cooperative, the NASPO
Cooperative Purchasing Organization, LLC, doing business as NASPO ValuePoint, a
501(c)(3) limited liability company that is a subsidiary organization of NASPO.
NASPO provides states, local governments, public educational entities and other
agencies with purchasing power that allows them to leverage their spending
through a single solicitation that obtains best value pricing and superior contract
terms than the agencies could do on their own. Purchases of software are exempt
from competitive bid requirements under KCC 3.70.110.D., as are purchases made
through a purchasing cooperative under KCC 3.70.110.F.
One contract that NASPO has entered into, and which the state DES has elected to
participate in, is a contract with Cisco Systems, Inc., a supplier of data
communications products and services. This contract is currently in effect through
September 30, 2024, but includes extension options through at least September
30, 2026. Should the City purchase from Cisco Systems, Inc. under the purchasing
cooperative’s contract, the terms and conditions of that master contract will apply.
A copy of the state’s participating addendum and the master contract are attached.
Cisco Systems, Inc. provides hardware and software for wired and wireless network
transport as well as infrastructure security. The City does not have an immediate
need to purchase but IT staff seeks approval to purchase products through Cisco
Systems, Inc. on an as-needed basis, so long as future purchases are within
established budgets and made during the term of the current contract.
8.C
Packet Pg. 28
BUDGET IMPACT: None.
SUPPORTS STRATEGIC PLAN GOAL:
Innovative Government - Delivering outstanding customer service, developing leaders, and
fostering innovation.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
ATTACHMENTS:
1. Cisco-AR3227 (PDF)
02/01/22 Operations and Public Safety Committee MOTION
PASSES
RESULT: MOTION PASSES [UNANIMOUS] Next: 2/15/2022
7:00 PM
MOVER: Marli Larimer, Councilmember
SECONDER: Toni Troutner, Councilmember
AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Thomas,
Troutner
8.C
Packet Pg. 29
Cisco - AR3227
WA DES Participating Addendum 05819
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 1
(Rev. 2019-12-01)
PARTICIPATING ADDENDUM
NASPO VALUEPOINT
DATA COMMUNICATIONS PRODUCTS AND SERVICES
Administered by the State of Utah (hereinafter “Lead State”)
MASTER AGREEMENT
Master Agreement No: AR3227
Cisco Systems, Inc.
(hereinafter “Contractor”)
and
State of Washington
(hereinafter “Participating State”)
WASHINGTON MASTER CONTRACT NO.: 05819
This Participating Addendum for the above referenced Master Agreement (“Participating Addendum”) is
made and entered into by and between the State of Washington acting by and through the Department
of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Cisco
Systems, Inc., a California Corporation (“Contractor”) and is dated and effective as of April 1, 2021.
R E C I T A L S
A.Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on
behalf of the State of Washington, is authorized to participate in cooperative purchasing
agreements to develop master agreements to procure goods and/or services and to make
such competitively solicited and awarded contracts available to Washington state
agencies and designated eligible purchasers consistent with terms and conditions set
forth by Enterprise Services.
B.Enterprise Services timely provided public notice of the competitive solicitation process
conducted by the above-referenced lead state through Washington’s Electronic Business
Solutions (WEBS) system.
C.The above-referenced Lead State, as part of its competitive solicitation process, evaluated
all responses to its procurement and identified Contractor as an apparent successful
bidder and awarded a Master Agreement to Contractor.
D.Enterprise Services has determined that participating in this Master Agreement is in the
best interest of the State of Washington.
E.The purpose of this Participating Addendum is to enable eligible purchasers, as defined
herein, to utilize the Master Agreement as conditioned by this Participating Addendum.
Delaware
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 2
(Rev. 2019-12-01)
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the
parties hereto hereby agree as follows:
1. SCOPE: This Participating Addendum covers the competitive procurement for Data Communications
Products and Services led by the State of Utah for use by state agencies and other entities located in
the Participating State authorized by that state’s statutes to utilize state contracts with the prior
approval of the State’s chief procurement official.
2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state’s statutes to
use state contracts are subject to the prior approval of the respective State chief procurement official.
Issues of interpretation and eligibility for participation are solely within the authority of the State chief
procurement official. Pursuant to this Participating Addendum, the Master Agreement may be utilized
by the following (“Purchasing Entities” or “Purchasers”):
(a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions,
boards, and commissions.
(b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific
institutions of higher education in Washington:
State universities – i.e., University of Washington & Washington State University;
Regional universities – i.e., Central Washington University, Eastern Washington
University, & Western Washington University
Evergreen State College;
Community colleges; and
Technical colleges.
(c) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of
entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise
Services:
Political subdivisions (e.g., counties, cities, school districts, public utility districts,
ports) in the State of Washington;
Federal governmental agencies Washington or entities located in the State of
Washington, in exigent circumstances;
Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that
receive federal, state, or local funding); and
Federally-recognized Indian Tribes located in the State of Washington.
By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by
the terms and conditions of this Participating Addendum, including the Master Agreement. Each
Purchasing Entity shall be responsible for its compliance with such terms and conditions.
3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
3.1. WASHINGTON’S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of
execution of this Participating Addendum, Contractor shall register in the Washington State
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 3
(Rev. 2019-12-01)
Department of Enterprise Services’ Electronic Business Solutions (WEBS) System at WEBS.
Contractor shall ensure that all of its information therein is current and accurate and that,
throughout the term of the Master Agreement, Contractor shall maintain an accurate
profile in WEBS.
3.2. WASHINGTON’S STATEWIDE PAYEE DESK: To be paid for contract sales, Contractors must register
with Washington’s Statewide Payee Desk. Washington state agencies cannot make
payments to a contractor until it is registered. Registration materials are available here:
Receiving Payment from the State.
3.3. CONTRACT SALES REPORTING: Contractor shall report total contract sales quarterly to
Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services’
Contract Sales Reporting System. Enterprise Services will provide Contractor with a
login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as
it is known to Enterprise Services and its total combined sales amount invoiced during
the reporting period (i.e., sales of an entire agency or political subdivision, not its
individual subsections). The “Miscellaneous” option may be used only with prior
approval by Enterprise Services. Upon request, Contractor shall provide contact
information for all authorized Purchasing Entities specified herein during the term of
this Participating Addendum. Refer sales reporting questions to the Primary Contact
set forth below. If there are no contract sales during the reporting period, Contractor
must report zero sales.
(c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter:
For Calendar Quarter Ending Contract Sales Report Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management
fee (“VMF”) of 1.5 percent on the purchase price for all contract sales (the purchase price is
the total invoice price less applicable sales tax and credits) authorized by this Participating
Addendum.
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services = Total contract sales invoiced (not
including sales tax) x .0150.
(b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be
shown as a separate line item on any invoice unless specifically requested and
approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 4
(Rev. 2019-12-01)
by Contractor. Contractor shall not remit payment until it receives an invoice from
Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference
the following:
This Washington Master Contract No.: 05819
The NASPO Master Agreement No.: AR3227
The year and quarter for which the VMF is being remitted, and
Contractor’s name as set forth in this Contract, if not already included on the
face of the check.
(d) Contractor’s failure accurately and timely to report total net sales, to submit usage
reports, or remit payment of the VMF to Enterprise Services, may be cause for
suspension or termination of this Participating Addendum or the exercise of any other
remedies as provided by law.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice,
to increase, reduce, or eliminate the VMF for subsequent purchases.
(f) For purposes of the VMF, the parties agree that the initial management fee is included
in the pricing. Therefore, any increase or reduction of the management fee may be
reflected in contract pricing commensurate with the adjustment, as mutually agreed
at the time.
3.5. CONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes following representations
as of the effective date of this Participating Addendum, and shall comply with the following
during the term period of the Master Contract. .
(a) WAGE VIOLATIONS. For the three (3) year period immediately preceding the award of
the Master Contract, it is not been determined, by a final and binding citation and
notice of assessment issued by the Washington Department of Labor and Industries
or through a civil judgment entered by a court of limited or general jurisdiction, to be
in willful violation of any provision of Washington state wage laws set forth in RCW
chapters 49.46, 49.48, or 49.52. During the term of the Master Agreement,
Contractor shall not willfully violate any provision of Washington state wage laws set
forth in RCW chapters 49.46, 49.48, or 49.52.
(b) PAY EQUALITY. Contractor represents that, among its workers, similarly employed
individuals are compensated as equals, and contractor covenants that during the term
of the Master Agreement, similarly employed individuals will be compensated as
equals. For purposes of this provision, employees are similarly employed if the
individuals work for the same employer, the performance of the job requires
comparable skill, effort, and responsibility, and the jobs are performed under similar
working conditions. Job titles alone are not determinative of whether employees are
similarly employed. Contractor may allow differentials in compensation for its
workers based in good faith on any of the following: a seniority system; a merit
system; a system that measures earnings by quantity or quality of production; a bona
fide job-related factor or factors; or a bona fide regional difference in compensation
levels. A bona fide job-related factor or factors may include, but not be limited to,
education, training, or experience that is: consistent with business necessity; not
based on or derived from a gender-based differential; and accounts for the entire
differential. A bona fide regional difference in compensation level must be consistent
with business necessity; not based on or derived from a gender-based differential;
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 5
(Rev. 2019-12-01)
and account for the entire differential. Notwithstanding any provision to the
contrary, upon breach of this subsection (b) and Contractor’s failure to provide
satisfactory evidence of compliance within thirty (30) days, Enterprise Services may
suspend or terminate this Participating Addendum and Master Contract and any
Purchaser hereunder similarly may suspend or terminate its use of the Master
Contract and/or any agreement entered into pursuant to this Participating
Addendum.
(c) OCIO POLICY & SECURITY COMPLIANCE: Prior to final execution of a Washington State
Agency’s Order with a Contractor, the Contractor’s Product(s), as implemented by the
Washington State Agency, may be subject to a security design review performed by
Washington Consolidated Technology Services to ensure compliance with OCIO Policy
141.10 - Securing Information Technology Assets Standards. Contractor will
cooperate reasonably with the security design review subject to applicable
protections of confidentiality.
3.6. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all
applicable law. Prior to making any sales hereunder, if Contractor is not already registered,
Contractor shall register to conduct business in the State of Washington and promptly
acquire and maintain all necessary licenses and registrations and pay all applicable taxes
and fees. In addition, for all sales to Purchasers in the State of Washington, if Contractor
does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the
applicable state and local sales tax on all invoices.
4. PUBLIC INFORMATION: This Participating Addendum, all related documents, and all records created as a
result of the Participating Addendum and Master Contract, are subject to public disclosure as required
by Washington’s Public Records Act, RCW chapter 42.56. Consistent with the Public Records Act, to
the extent that any such Contractor document or record – in whole or in part – includes information
exempted or protected from disclosure by the Public Records Act, Contractor may mark such
document or record – the exempted or protected portions only – with the specific basis for protection
under the Public Records Act. In the event that Enterprise Services receives a public records disclosure
request that pertains to such properly marked documents or records, Enterprise Services shall notify
Contractor of such disclosure request and of the date that the records will be released to the requester
unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining such disclosure.
In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise
Services shall release the requested documents on the date specified. Contractor’s failure properly to
identify exempted or protected information or timely respond after notice of request for public
disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are
protected or exempt from disclosure. Notwithstanding the foregoing paragraph the parties agree that
in the event any confidential information is required to comply with or is otherwise provided in
furtherance of the State of Washington’s security design review requirements, Contractor and the
Purchasing Entity shall negotiate a nondisclosure agreement that addresses the nature of any
confidential information to be disclosed and mutually agreeable procedures to be followed with
respect to such information.
5. LEASE AGREEMENTS: Contractor’s Master Agreement allows for leasing under Section 45 Leasing or
Alternative Financing Methods. Washington State agencies must comply with rules and guidelines for
capital leases identified by Washington State Treasurer’s Office.
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 6
(Rev. 2019-12-01)
6. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or
their named successors):
Contractor Participating State
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134
United States
State of Washington
Department of Enterprise Services
Contracts & Procurement Division
P.O. Box 41411
Olympia, WA 98504-1411
Attn: Gigi Feril
Tel: 408-424-0712
Email: nvp-help@cisco.com
Attn: Marci Disken
Tel: (360) 407-9405
Email: marci.disken@des.wa.gov
7. FULFILLMENT PARTNER AUTHORIZATION. Contractor shall maintain a list of such Fulfillment Partners
approved by Enterprise Services to process sales transactions for this Participating Addendum, and,
upon request, promptly provide Enterprise Services with such list and any updates. Contractor may
not add Fulfillment Partners without Enterprise Services’ consent, and Enterprise Services reserves
the right to require removal of any Fulfillment Partner.
(a) CONTRACTOR RESPONSIBILITY FOR FULFILLMENT PARTNERS. Contractor shall be responsible to ensure
that all applicable requirements of the Master Agreement flow down to Fulfillment
Partners. In no event shall the existence of a subcontract between Contractor and its
Fulfillment Partner operate to release or reduce Contractor’s liability to the Participating State
or any Purchaser for any breach of the Master Agreement or this Participating Addendum. As
to Participating State and Purchasers hereunder, Contractor shall have full and complete
responsibility and liability for any act or omission by Contractor’s Fulfillment Partner.
(b) PURCHASER PAYMENT REGARDING CONTRACTOR’S SUBCONTRACTORS. Notwithstanding any provision
to the contrary, the parties understand and agree that for any contract sales or service
provided pursuant to the Master Agreement and this Participating Addendum, Purchaser
payment shall be made directly to Contractor as the awarded vendor pursuant to the
competitive procurement; provided, however, that, in the event any such sales or services are
performed by Contractor’s Fulfillment Partner for Contractor, Contractor may instruct such
Purchaser to make payment for such sales or services to Contractor’s identified Fulfillment
Partner. Regardless of whether Contractor instructs a Purchaser to make such payment to
Contractor’s Fulfillment Partner, Contractor shall remain responsible for performance by the
Fulfillment Partner.
(c) CONTRACT SALES REPORTING. Notwithstanding any provision to the contrary, Contractor shall
report to Enterprise Services total contract sales, delineated by purchaser, and if applicable
by each individual Fulfillment Partner and also report total contract sales, delineated by
purchaser, on a consolidated Contractor ‘roll-up’ basis. Contractor shall maintain records
supporting such reports in accordance with the Master Agreement’s records retention
requirements.
8. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies
to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or
Service available from this Master Agreement shall be deemed to be a sale under (and governed by
PARTICIPATING ADDENDUM – NO. 05819: AR3227 Page 7
(Rev. 2019-12-01)
the prices and other terms and conditions of) the Master Agreement as conditioned by this
Participating Addendum. The Master Agreement number and the State Contract Number must appear
on every Purchase Order placed under this Participating Addendum.
9.GENERAL:
(a)INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement,
together with its exhibits, set forth the entire agreement and understanding of the Parties
with respect to the subject matter and supersedes all prior negotiations and representations.
This Participating Addendum may not be modified except in writing signed by the Parties.
(b)AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf
of each party, hereby represents and warrants to the other that it has full power and authority
to enter into this Participating Addendum and that its execution, delivery, and performance
of this Participating Addendum has been fully authorized and approved, and that no further
approvals or consents are required to bind such party.
(c)ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary
agreement transmitted by facsimile, email, or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Participating Addendum or such other ancillary agreement for all purposes.
(d)COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Participating Addendum at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of this
Participating Addendum.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
CISCO SYSTEMS, INC.,
A DELAWARE CORPORATION
By: _______________________________ By: _______________________________
Elena McGrew Jenn Pate
Its: _______________________________ Its: _______________________________ Acting Statewide Enterprise Procurement Manager Authorized Signatory
March 26, 2021
Cisco - AR3227
Amendment #1 to Master Agreement
0BSTATE OF UTAH COOPERATIVE CONTRACT AMENDMENT
AMENDMENT # 1
CONTRACT # AR3227
Original Starting Date: October 1, 2019
Expiration Date: September 30, 2024
TO BE ATTACHED AND MADE PART OF the specified contract by and between the State of Utah Division of Purchasing and
Cisco Systems, Inc.
(Referred to as CONTRACTOR or CISCO)
BOTH PARTIES AGREE TO AMEND THE CONTRACT AS FOLLOWS:
Effective Date of Amendment: As of the last signature date below.
The parties hereto agree to amend the Master Agreement as follows:
1. Delete the below language in Master Agreement, Attachment A, Section 6.a Administrative Fees:
“The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of
one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.”
and replace with the following:
“The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of
one percent (0.25% or 0.0025) no later than seventy-five (75) days following the end of each calendar quarter.”
2. Delete the below language in Master Agreement, Attachment A, Section 7.b NASPO ValuePoint Summary and Detailed Usage
Reports Detailed Sales Data.
“Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative
Development Team no later than thirty (30) days after the end of the reporting period.”
and replace with the following:
“Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative
Development Team no later than sixty (60) days after the end of the reporting period.”
All other terms and conditions of the contract, including those previously modified, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
1BCONTRACTOR 2BSTATE OF UTAH
Contractor’s Signature Date State of Utah Division of Purchasing Date
Cisco Systems, Inc.
Contractor’s Name (Print) AMENDMENT REVIEWED BY:
________________________________________
Title (Print)
Purchasing Agent Phone # e-mail Fax #Contract #
Solomon Kingston 801-957-7142 skingston@utah.gov N/A AR3227
April 1, 2020
Cisco - AR3227
NASPO Master Agreement
STATE OF UTAH COOPERATIVE CONTRACT
Contract #: AR3227
1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor:
Cisco Systems, Inc.
Name
170 West Tasman Dr.
Street Address
San Jose CA 95134
City State Zip
Vendor # VC0000118462 Commodity Code #: 920-05 Legal Status of Contractor: For-Profit Corporation
Contact Name: Mimi Nguyen-Farr, Sr Manager Phone Number: (408) 527-2627 Email: mimnguye@cisco.com
2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services.
3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in
Attachment B Scope of Work.
4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018, Solicitation# SK18001.
5. CONTRACT PERIOD: Effective Date: Tuesday, October 01, 2019. Termination Date: Monday, September 30, 2024 unless terminated
early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options.
6. Administrative Fee (if any): Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of
one-quarter of one percent (0.25% or 0.0025) of contract sales no later than 60 days following the end of each calendar quarter. The
NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services.
7. Prompt Payment Discount Details (if any): N/A.
8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions, including the attached Exhibits
ATTACHMENT B: Scope of Services Awarded to Contractor
ATTACHMENT C: Pricing Discounts and Value Added Services
ATTACHMENT D: [Reserved]
Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.
9. 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 Procur SK18001.
10. Each signatory below represents that he or she has the requisite authority to enter into this contract.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by
CONTRACTOR DIVISION OF PURCHASING
Contractor's signature Date Director, Division of Purchasing Date
Type or Print Name and Title
Internal Contract Tracking #: AR3227 Solicitation #: SK18001 Vendor #: VC0000118462
August 30, 2019
Attachment A: Page 1 of 37
Note: sections negotiated 1, 2, 5, 6, 7,
8, 10, 13, 14, 16, 17, 18, 19, 20, 22,
24, 25, 26, 27, 28, 29, 30, 32, 37, 38,
40, and 46.
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) ddendum
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) , A Statement of Work, including a Service Level Agreement contained within the Statement of
Work;
(4) The Solicitation; and
(5) ed) and accepted by the Lead
State.
b. 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.
2. Definitions
Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to
those terms in this section.
Administrative Data
Data may include
Personal Data and information about contractual commitments, whether collected at the time of the initial
registration or thereafter.
Cloud Software means a Contractor-hosted software offering as described in the applicable Cloud
Offeri
set forth in Exhibit 1.
Contractor means the person or entity directly delivering Products or performing services under the terms
and conditions set forth in this Master Agreement or through its approved Fulfillment Partners.
Data Breach means any
teams, non-authorized access to or acquisition of computerized Purchasing Entity Data or Personal Data
that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the
ability of Purchasing Entity to access the Purchasing Entity Data or Personal Data.
Disabling Code means computer instructions or programs, subroutines, code, instructions, data or
functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not
limited to other programs, data storage, computer libraries and programs that self-replicate without
Attachment A: Page 2 of 37
manual intervention, instructions programmed to activate at a predetermined time or upon a specified
event, and/or programs purporting to do a meaningful function but designed for a different function, that
software, applications and/or its end users processing environment, the system in which it resides, or any
other software or data on such system or any other system with which it is capable of communicating.
Embedded Software means one or more software applications which are installed and reside on a
set forth in Exhibit 1.
Fulfillment Partner means a third-party contractor or reseller qualified and authorized by Contractor, and
approved by the Participating Entity 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 Services under this Master Agreement and billing Purchasing Entity directly for such Services.
Contractor may, upon written notice to the Participating Entity, 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.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets,
trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and
all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State, acting on
behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO
ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association
of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint
facilitates administration of the NASPO cooperative group contracting consortium of state chief
procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions
and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations,
etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is
identified in the Master Agreement as the recipient of reports and may perform contract administration
functions relating to collecting and receiving reports as well as other contract administration functions as
assigned by the Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other document used by a
Purchasing Entity to order the Products and/or Services as authorized under the Master Agreement and
Participating Addenda
scheduled during the term of and/or post the expiration date of the Master Agreement, often negotiated
to take advantage of predetermined or to lock-in pricing (i.e. from older Contractor pricelists).
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 in the United States of America, or other public sector legal entity (i.e.
political subdivisions such as municipalities and counties, and K-12 and higher education institutions) in
the United States of America, properly authorized to enter into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the United States
who has the authority to execute a Participating Addendum to this Master Agreement. Upon execution
of the Participating Addendum, a Participating State becomes a Participating Entity; however, a
Participating State listed in the Request for Proposal is not required to participate through execution of a
Participating Addendum.
Personal Data means data alone or in combination that includes information relating to an individual that
identifies the individual by name, identifying number, mark or description can be readily associated with a
Attachment A: Page 3 of 37
particular individual and which is not a public record. Personal Information may include the following
personally identifiable information (PII): government-issued identification numbers (e.g., Social Security,
numbers; or Protected Health Information (PHI) relating to a person.
Product means any equipment, software (including embedded software), documentation, service or other
deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products,
supplies and services, and products and services are used interchangeably in these terms and
conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county,
district, other political subdivision of a State, and a nonprofit organization under the laws of some states if
authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement
and becomes financially committed to the purchase.
Purchasing Entity Data means all information, whether in oral or written (including electronic)
form, created by or in any way originating with a Participating Entity or Purchasing Entity
provided or transferred to Contractor in the course of using the Services or Cloud Software
provided under this Agreement. Purchasing Entity Data includes Administrative Data and does
not include Telemetry Data or Statistical Data.
Services mean services that are in scope of this Master Agreement and are supplied or created by the
Contractor pursuant to this Master Agreement (to include the attached Services Exhibit in Exhibit 2).
Security Incident
security teams, unauthorized access to Purchasing Entity Data and Personal Data that Contractor
possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach.
Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the
Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating
Addendum (unless otherwise expressly agreed in writing between the Purchasing Entity and the
Contractor). A Service Level Agreement may be memorialized within a Statement of Work for the
Services. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for
performance and intervals for measure), (2) description of service quality, (3) identification of roles and
responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are
calculated and issued. Not every Service provided under this Master Agreement need be covered by a
SLA.
Solicitation
Proposal.
Statement of Work means a written document agreed between Contractor and Purchasing Entity that
defines Services and deliverables to be provided to Purchasing Entity.
Software means the binary image of Contractor computer programs (including Upgrades) which could
be a downloadable file, delivered on physical media, pre-installed on the on-premise computer
system, resident in ROM/Flash (system memory) or cloud-hosted and purchased from Contractor.
Software is set forth in Exhibit 1.
Statistical Data means any information/data that Contractor derives from Purchasing Entity Data
and/or Telemetry Data, provided that such information/data is aggregated and/or de-identified such
that it cannot reasonably be used to identify an individual or entity.
Telemetry Data means information generated by instrumentation and logging systems created
through the use and operation of Contractor products and services.
Attachment A: Page 4 of 37
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be
discretion and by mutual agreement and upon review of requirements of Participating Entities,
current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time, not to exceed six (6)
months, if in the judgment of the Lead State a follow-on, competitive procurement will be
unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-
on master agreement. This subsection shall not be deemed to limit the authority of a Lead State
under its state law otherwise to negotiate contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in
any manner whatsoever without prior written agreement of the Lead State and Contractor.
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum
acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master
Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other
Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified,
supplemented or amended by a Participating Addendum. By way of illustration and not limitation,
this authority may apply to unique delivery and invoicing requirements, confidentiality requirements,
defaults on Orders, governing law and venue relating to Orders by a Participating Entity,
indemnification, and insurance requirements. Statutory or constitutional requirements relating to
availability of funds may require specific language in some Participating Addenda in order to comply
with applicable law. The expectation is that these alterations, modifications, supplements, or
amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing
Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract)
used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions
and other Participating Entities (includ
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.
c. Obligations under this Master Agreement are limited to those Participating Entities who have signed
a Participating Addendum and Purchasing Entities within the scope of each Participating
Addendum States or other entities permitted to participate may use an informal competitive process
to determine which Master Agreements to participate in through execution of a Participating
Addendum. Financial obligations of Participating Entities who are states are limited to the orders
placed by the departments or other state agencies and institutions having available funds.
Participating Entities who are states incur no financial obligations on behalf of other Purchasing
Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to
PA@naspovaluepoint.org to support documentation of participation and posting in appropriate
databases.
d.NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a
party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting
states in administering the NASPO cooperative purchasing program for state government
departments, institutions, agencies and political subdivisions (e.g., colleges, school districts,
Attachment A: Page 5 of 37
counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United
States.
e. Participating Addenda shall not be construed to amend the following provisions in this Master
Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program
requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative
Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative
Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish;
Price and Rate Guarantee Period; and Individual Purchasing Entity. Any such language shall be
void and of no effect.
f. Participating Entities who are not states may under some circumstances sign their own Participating
Addendum, subject to the consent to participation by the Chief Procurement Official of the state
where the Participating Entity is located. Coordinate requests for such participation through NASPO
ValuePoint. Any permission to participate through execution of a Participating Addendum is not a
determination that procurement authority exists in the Participating Entity; they must ensure that they
have the requisite procurement authority to execute a Participating Addendum.
g. Resale
assignment of the right to services. Subject to any specific conditions included in the solicitation or
Addendum, Purchasing Entities may not resell Products (the definition of which includes services).
Absent any such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products when purchased for the Purchasing Entity; sales of
hardware Products to the general public as surplus property; and fees associated with inventory
transactions with other
laws and regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property. The transfer of licenses to software shall be
-current software transfer and relicensing policy.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative
Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end
of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly
and is based on all sales of products and services under the Master Agreement (less any charges
for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be
included as part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only on
purchases made by Purchasing Entities within that state. For all such requests, the fee level,
payment method and schedule for such reports and payments will be incorporated into the
Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the
Master Agreement pricing accordingly for purchases made by Purchasing Entities within the
jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative
Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state
requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be
based on the sum of all sales at Net Purchase Price at the adjusted prices (if any) in Participating
Addenda,
service minus all applicable contract discounts, rebates or value added incentives, and excluding
sales, use or other applicable taxes, surcharges or like fees, to the extent applicable to an Order.
7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide the
following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint
using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at
Attachment A: Page 6 of 37
http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported
as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a
report is still required. Reports shall be due no later than sixty (60) days following the end of the calendar
quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/Purchasing Entity type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and
Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit,
return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and
line item description, including product number if used. The report shall be submitted in any form
required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead
State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after
the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO
ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-
ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint.
Detailed sales data reports shall include sales information for all sales under Participating Addenda
executed under this Master Agreement. The format for the detailed sales data report is in
Attachment H of the Solicitation.
c.
government use only. Sales to employees for personal use are prohibited. [RESERVED].
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an
executive summary each quarter that includes, at a minimum, a list of states with an active
Participating Addendum, states that Contractor is in negotiations with and any Participating
Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative
Development Coordinator and Contractor will determine the format and content of the executive
summary. The executive summary is due thirty (30) days after the conclusion of each calendar
quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient
of the reports shall have exclusive ownership of the media containing the reports. The Lead State
and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable
right to display, modify, copy, and otherwise use reports, data and information provided under this
section.
8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to
sales/marketing workforce regarding the Master Agreement contract, including the competitive
nature of NASPO ValuePoint procurements, the Master Agreement and Participating Addendum
process, and the manner in which qualifying entities can participate in the Master Agreement.
b. Contractor agrees, as Participating Addenda become executed, if requested by ValuePoint
personnel to provide plans to launch the program within the participating state. Plans will include
time frames to launch the agreement and confirmation that the Contractor
updated to properly reflect the contract offer as available in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider
Purchasing Entity proposed terms and conditions, as deemed important to the Purchasing Entity,
for possible inclusion into the Purchasing Entity agreement. Contractor will ensure that their sales
force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location selected by
the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans,
target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of
administration fees.
Attachment A: Page 7 of 37
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales
and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual
performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to
section 35 or not exercise an option to renew, when Contractor utilization does not warrant further
administration of the Master Agreement. The Lead State may exercise its right to not renew the
Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon
60-calendar day written notice to the Contractor. Termination based on nonuse or under-utilization
will not occur sooner than two years after award (or execution if later) of the Master Agreement. This
subsection does not limit the discretionary right of either the Lead State or Contractor to terminate
the Master Agreement pursuant to Section 35or to terminate for default pursuant to Section 37
9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing
business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and
Purchasing Entit to access a
central online website to view and/or shop the goods and services available from existing NASPO
ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO
ValuePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These
Ordering Instructions are available at no cost to the Contractor and provide Purchasing Entity
information regarding the Contractor website and ordering information. The Contractor is
required at a minimum to participate in the eMarket Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center
Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process.
The Contractor shall have thirty (30) days from receipt of written request to work with NASPO
ValuePoint to provide any unique information and ordering instructions that the Contractor would like
the Purchasing Entity to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket
Center, or either solution is proposed by a Contractor and accepted by the Lead State, the
provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms
and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior
approval for the release of information that pertains to the potential work or activities covered by the
Master Agreement. This limitation does not preclude publication about the award of the Master
Agreement or marketing activities consistent with any proposed and accepted marketing plan; nor does
the limitation preclude Contractor providing limited information as necessary for Contractor to perform its
duties or secure or exercise any rights under the Master Agreement. The Contractor shall not make any
services that are the subject of this Master Agreement without prior written consent. Failure to adhere to
this requirement may result in termination of the Master Agreement for cause.
11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.
Following the guarantee period, any request for price increases must be for an equal guarantee period (1
year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective
date. The Lead State will review a documented request for an MSRP price list increase only after the
Price Guarantee Period. Requests for price increases must include sufficient documentation supporting
the request and demonstrating a reasonableness of the adjustment when comparing the current price list
to the proposed price list. Documentation may include: the manufacturers national price increase
Attachment A: Page 8 of 37
announcement letter, a complete and detailed description of what products are increasing and by what
percentage, a complete and detailed description of what raw materials and/or other costs have increased
and provide proof of increase, index data and other information to support and justify the increase.
No retroactive price increases will be allowed.
Price Reductions. In the event of a price decrease in any category of product at any time during the
ed commercial price list, including renewal options, the Lead State shall be
notified immediately. All published commercial price list price reductions shall be effective upon the
notification provided to the Lead State.
12. Individual Purchasing Entities
Except to the extent modified by a Participating Addendum, each Purchasing 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 right to recover any costs as such right is defined in the Master
Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be
responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice
each Purchasing Entity individually.
Administration of Orders
13. Ordering and Orders
a. Lead State desires that the Master Agreement identifier and purchase order numbers 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 Purchasing Entity Purchase Order number in the free form notes.
b. Contractor reserves the right to require that purchases be made through Fulfillment Partners.
Where so required by Contractor, Purchasing Entities shall not order Products and/or Services
directly from Contractor and shall order same from Fulfillment Partner. Purchasing Entity shall
purchase Products and/or Services 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 purchase price, shipping instructions, requested delivery dates,
bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special
instructions.
c. Any contingencies on Purchasing Entity'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 Purchasing Entity 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 or Order containing such terms shall not
constitute such express consent.
d. 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.
e.Purchasing Entity 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 Purchasing Entity less than ten (10)
Attachment A: Page 9 of 37
days before the original shipping date are subject to Contractor's acceptance and a charge
of fifteen percent (15%) of the total invoice amount relating to the affected Product(s).
Contractor reserves the right to reschedule delivery due to configuration changes made
within ten (10) days of scheduled shipment. No cancellation shall be accepted by
Contractor where products are purchased with implementation services, including but not
limited to design, customization, or installation services, except as may be set forth in the
agreement or Statement of Work under which the services are to be rendered.
Notwithstanding anything to the contrary, if Contractor is delayed in shipping the product
for thirty (30) days or more from the original shipping date, the Purchasing Entity may
cancel the order without charge.
f. Services. Purchasing Entity 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 Services Exhibit attached
hereto as Exhibit 2, as well as the then-current terms of service offerings set forth on
Contractor's website at https://www.cisco.com/c/en/us/about/legal/service-descriptions.html.
Contractor reserves the right to subcontract services to a third party organization to provision
services for Purchasing Entity.
g. 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. Purchasing Entity
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 Purchasing Entity is
exempt from property and sales taxes, it will not be charged same.
h. Notwithstanding anything contained in the Master Agreement to the contrary, modifications which
Contractor deems necessary to comply with specifications, changed safety standards
or governmental regulations, to make the product non-infringing with respect to any patent,
copyright, or other proprietary interest, or to otherwise improve the product may be made at any time
by Contractor without prior notice to or consent of Purchasing Entity or NASPO, and such altered
product shall be deemed fully conforming. Contractor shall employ commercially reasonable efforts
to announce, including by electronic posting, product discontinuance or changes other than those
set forth in the previous sentence in accordance with Contractor's End-of-Life Policy, which is found
at the following URL: http://www.cisco.com/c/en/us/products/eos-eol-policy.html Purchasing Entity
may make a last-time purchase of such products as set forth in such policy.
i. Purchasing Entities may define entity or project-specific requirements and informally compete the
requirement among companies having a Master Agreement on
procedure may also be used when requirements are aggregated or other firm commitments may be
made to achieve reductions in pricing. This procedure may be modified in Participating Addenda
ules and policies. The Purchasing Entity may in its sole
discretion determine which Master Agreement Contractors and/or Fulfillment Partners should be
solicited for a quote. The Purchasing Entity may select the quote that it considers most
advantageous, cost and other factors considered.
j. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and
documentation. Contractor and/or Fulfillment Partner as applicable is expected to become familiar
ules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
k. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment
document under the law of the Purchasing Entity.
l. Orders may be placed consistent with the terms of this Master Agreement during the term of the
Master Agreement.
Attachment A: Page 10 of 37
m. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement and the
proposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
n. All communications concerning administration of Orders placed shall be furnished solely to the
ch other
individual identified in writing in the Order.
o. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but
may have a delivery date or performance period up to 120 days past the then-current termination
date of this Master Agreement Maintenance agreements may have terms as prescribed in Section
27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current
applicable fiscal year are contingent upon agency funds for that purpose being appropriated,
budgeted, and otherwise made available.
p. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to
perform in accordance with the terms of any Orders then outstanding at the time of such expiration
or termination. Contractor shall not honor any Orders placed after the expiration or termination of
this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite
quantity, task orders, or other form of indefinite delivery order arrangement priced against this
Master Agreement may not be placed after or extend after the expiration or termination of this
Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries for hardware Products
shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges pre-paid by
the Contractor, for the standard shipping time intervals. Expedited shipping and/or a special delivery
request that are non-standard delivery beyond docking areas at warehouses or designated delivery
drop-offs locations at buildings (i.e. delivery of the Order, including pallets, to a closet, designated
rooms, etc.) will result in additional charges to the Purchasing Entity. Title for hardware Products
and risk of loss shall pass to the Purchasing Entity upon delivery. The minimum shipment amount, if
any, will be found in the special terms and conditions. Any order for less than the specified amount
is to be shipped with the freight prepaid and added as a separate item on the invoice.
b. Any damage to a building interior, scratched walls, damage to the freight elevator, etc., negligently
caused by Contractor will be the responsibility of the Contractor. If damage does occur, it is the
responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
c.sts shall include all
packing and/or crating charges. Cases shall be of durable construction, good condition, properly
labeled and suitable in every respect for storage and handling of contents.
d.Scheduled shipping dates will be assigned by Contractor as close as practicable to Purchasing
-current lead times for the Products. Contractor will
use commercially reasonable efforts to ship all direct orders designated for shipment to U.S.
locations within thirty (30) days for hardware Products. The following circumstances may affect lead
times: (i) new products purchased within the first three (3) months of release of the product which
are subject to Contractor's then current published lead-times, (ii) third-party stand-alone products
which are not a component of equipment resold by Contractor, (iii) end-of-life products where the
termination of the product has been announced by Contractor, (iv) products which have been line-
Attachment A: Page 11 of 37
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 Purchasing Entity states "expedite" on an order
for a hardware Product 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.
e. Contractor will communicate scheduled shipping dates in the order acknowledgement 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,
Purchasing Entity shall notify Contractor of the non-receipt, and Contractor's sole obligation with
respect to such non- receipt shall be to promptly provide the information to the Purchasing Entity
after such notification.
f. 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 Purchasing Entity
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.
g. Purchasing Entity shall assume responsibility for compliance with applicable export laws and
regulations, including the preparation and filing of shipping documentation necessary for export
clearance. This also applies in cases where Purchasing Entity requests delivery of hardware
Products to Purchasing Entity ng agent. Purchasing Entity agrees not to use any export
licenses owned by Contractor.
h. Contractor is not liable for damage or penalty for delay in delivery or for failure to give notice of
delay.
i. All sales are final. Except for return remedies set forth in the warranty statements, Contractor only
errors, or damage in transit. No other returns are authorized. The return of hardware Product must
be in acc
subject to any restocking fees.
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws
and regulations.
16. Inspection and Acceptance
Purchasing Entity has thirty (30) days after hardware Product delivery to inspect the hardware Product
for external damage and for any concealed damage ("Acceptance Period"). If external or concealed
damage is revealed during the Acceptance Period, then Purchasing Entity shall notify Contractor. At
Contractor's option, Contractor shall (i) repair such damage, (ii) ship a replacement , or (iii) refund the
purchase price (upon return of the hardware Product). After such Acceptance Period the Products shall
be deemed accepted. Acceptance does not relieve the Contractor of liability or responsibility under
17. Payment
Upon and subject to credit approval by Contractor, payment is due 30 days the date of the invoice.
Invoices for products ordered without implementation services shall be rendered by Contractor on or after
the date of delivery of such products to the Purchasing Entity. Contractor may assess overdue account
charges up to a maximum rate of one percent per month on the outstanding balance, unless a different
late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by
applicable law. If at any time Purchasing Entity is delinquent in the payment of any invoice, or is otherwise
Attachment A: Page 12 of 37
in breach of this Agreement, Cisco may, in its discretion, and without prejudice to its other rights, withhold
shipment (including partial shipments) of any order, require Purchasing Entity to prepay for further
shipments, and/or withhold the provision of Services, until complete payment has been received.
Purchasing Entity grants Cisco a security interest in Products purchased under this Agreement to secure
payment for such Products. If requested by Cisco, Purchasing Entity agrees to execute financing
statements to perfect this security interest. Payments will be remitted by mail. Payments may be made via
r this contract.
18. Warranty
limited warranty as set forth below.
a. Hardware Products. Contractor warrants that from the date of shipment by Contractor to Purchasing
Entity, 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 or at https://www.cisco.com/go/warranty, the hardware
Product will be free from defects in material and workmanship, under normal use. This limited
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, (i) shipment of a replacement within the period and
according to the replacement process described in the warranty card (if any) or if no warranty card,
as described at https://www.cisco.com/go/warranty, or (ii) a refund of the purchase price, if the
hardware Product is returned to the party supplying it to Purchasing Entity, if different than
Contractor, freight and insurance prepaid. Contractor replacement parts, used in the replacement of
hardware Products, may be new or equivalent to new. Contractor's obligations hereunder are
conditioned upon the return of affected products, in accordance with Contractor's then- current return
procedures. This limited warranty does not apply if the hardware Product (i) has been altered,
except by Contractor or its authorized representative, (ii) has not been installed, operated, repaired,
or maintained in accordance with instructions supplied by Contractor, (ii) has been subjected to
abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or
accident; or (iv) is licensed or provided for beta, evaluation, testing or demonstration purposes.
b. Embedded Software Products. Contractor warrants that Embedded Software will substantially
conform to the applicable documentation of the Embedded Software for the longer of (i) ninety (90)
days following the date the Embedded Software is made available to Purchasing Entity for use or (ii)
as otherwise set forth at http://www.cisco.com/go/warranty. This warranty does not apply if the
Embedded Software, the hardware Product supplied by Contractor, or any other equipment upon
which the Embedded Software is authorized to be used: (i) has been altered, except by Contractor
or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in
accordance with instructions supplied by Contractor, (iii) has been subjected to abnormal physical or
electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is
licensed for beta, evaluation, testing or demonstration purposes or other circumstances for which
there is not payment of a purchase price or license fee; or (v) has not been provided by an
authorized reseller of Contractor. Cisco will use commercially reasonable efforts to deliver to
Embedded Software free from any viruses, programs, or programming devices designed to modify,
Contractor shall repair, replace, or cause the refund of the license fees paid for the non-conforming
Embedded Software. This remedy is conditioned on Purchasing Entity reporting the non-
conformance in writing to Contractor within the warranty period. Purchasing Entity may be required
to return the Embedded Software, the Contractor hardware product, and/or Documentation as a
condition of this re
Contractor does not warrant that Embedded Software will operate uninterrupted or error-free or that
all errors will be corrected. In addition, Contractor does not warrant that the Embedded Software or
any equipment, system or network on which the Embedded Software is used will be free of
vulnerability to intrusion or attack.
Attachment A: Page 13 of 37
c. Cloud Software Products. Unless otherwise provided for in the applicable Cloud Offer Description,
Contractor warrants that it will provide the Cloud Software in accordance with the Cloud Offer
Description using commercially reasonable skill and care. Upon prompt notification by Purchasing
Contractor for the period in which the Cloud Software did not materially comply with the Cloud
Cloud Software.
d. Services. Contractor warrants that Services sold under this Agreement pursuant to Exhibit 2 will be
performed in a workmanlike manner and, where applicable, will materially comply with the applicable
Service Description. Purchasing Entity must promptly notify Contractor of a breach of this warranty.
ole and exclusive remedy for any breach of this warranty shall be, at
and return of the portion of the fees paid to Contractor by Purchasing Entity for such non-conforming
Services
e. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18,
CONTRACTOR HEREBY DISCLAIMS 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, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET
ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION, OR (B) ARISING FROM ANY COURSE
OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT
AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR
CONDITION IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD.
19. Title of Product
Title to hardware Products and risk of loss shall pass to Purchasing Entity upon delivery. To the extent
the transfer of title to the hardware Product includes a license to use any Embedded Software in the
hardware Product subject to the terms of the End User License Agreement set forth in Exhibit 1. If
Purchasing Entity subsequently transfers title of the hardware Product to another entity, transfer of the
-current software transfer and
relicensing policy.
20. License of Pre-Existing Intellectual Property
Contractor grants to Purchasing Entity a license to Software pursuant to the license terms and restrictions
set forth in Exhibit 1.
21. No Guarantee of Service Volumes
The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no
representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for
the Services or any other products and services that the Contractor may realize from this Master
Agreement, or the compensation that may be earned by the Contractor by offering the Services. The
Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this
Master Agreement as to all the foregoing matters.
22. Purchasing Entity Data
Purchasing Entity retains full right and title to Purchasing Entity Data provided by it. Contractor shall not
collect, access, or use user-specific Purchasing Entity Data except as strictly necessary to provide
Service to the Purchasing Entity. No information regarding Purchasing
can be identified to Purchasing Entity may be disclosed, provided, rented or sold to any third party for
any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The
obligation shall extend beyond the term of this Master Agreement in perpetuity.
Attachment A: Page 14 of 37
23. System Failure or Damage
In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to
use its best efforts to restore or assist in restoring the system to operational capacity.
24. [RESERVED].
25. Data Privacy
The Contractor must comply with all applicable laws related to data privacy and security, including IRS
Pub 1075. Prior to entering into a Statement of Work with a Purchasing Entity for the processing of such
data, at the request of the Purchasing Entity, the Contractor and Purchasing Entity must cooperate and
hold a meeting to determine the data categorization to determine what data the Contractor will hold, store,
or process. To the extent applicable and reasonable, the Contractor must document the data
categorization in the Statement of Work.
26. Transition Assistance
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be
delivered under this Master Agreement, including without limitation any successor service provider
this Master Agreement. Only as set forth in a Services SOW under this Agreement, the Contractor
usable without the use of the Services and as agreed by a Purchasing Entity. Any transition
services requested by a Purchasing Entity involving additional knowledge transfer and support may
be subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document
identifying the transition services to be provided and including a Statement of Work if applicable.
c.
the transition services and thereafter as required by the Purchasing Entity.
27. Performance and Payment Time Frames that Exceed Contract Duration
All maintenance or other agreements for services entered into during the duration of an SLA and whose
performance and payment time frames extend beyond the duration of this Master Agreement shall remain
in effect for performance and payment purposes (limited to the time frame and services established per
each written agreement). No new leases, maintenance or other agreements for services may be executed
after the Master Agreement has expired.
General Provisions
28. Insurance
a. Unless otherwise agreed in a Participating Addendum, 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
-, Class VII or better, in the most
required insurance may result in thi
option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The limits required shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent contractors, products
and completed operations, blanket contractual liability, personal injury (including death),
advertising liability, and property damage, with a limit of $1 million per occurrence/$3 million
general aggregate provided that such limit can be satisfied with any combination of primary and
umbrella insurance;
Attachment A: Page 15 of 37
(2) Contractor must comply with any applicable State Workers Compensation or Employers Liability
Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a
Participating Entity who is a state within five (5) business days after Contractor is first aware of
expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened
or expiration, nonrenewal or expiration otherwise may occur.
d.
Request for Proposal as additional insureds for liabilities falling within Co
obligations under this Agreement that are otherwise covered by such insurance, (2) provides that
written notice of cancellation shall be delivered in accordance with the policy provisions, and (3)
ty insurance policy shall be primary, with any liability insurance
of any Participating State as secondary and noncontributory. Unless otherwise agreed in any
re
the same as those specified in the first sentence of this subsection. If any of the insurance required
herein is cancelled or nonrenewed, Contractor shall replace such insurance so that no lapse in
coverage occurs, and shall provide a revised certificate of insurance evidencing same.
e. Contractor shall furnish to the Lead State copies of certificates of all required insurance within thirty
(30) calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days
after any renewal date to the applicable state Participating Entity. Failure to provide evidence of
coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master
f.
any Participating Addendum, or any Purchase Order.
29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this
Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail
as shall adequately reflect payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities
and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency,
to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and
records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it
for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive
for a period of six (6) years following termination of this Agreement or final payment for any order
placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is
required
evaluate performance hereunder. Such access will be (i) with at least ten (10) business days
advance written notice, during normal business hours (ii) shall not unduly interrupt or interfere with
Contractor's normal business operations, and (iii) 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.
b. Without limiting any other remedy available to any governmental entity, the Contractor shall
reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments
inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative
records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master
Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State
to review compliance with those obligations.
Attachment A: Page 16 of 37
30. Confidentiality, Non-Disclosure, and Injunctive Relief
a. 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 is confidential to the
other party. Any and all information of any form that is marked as confidential or would by its nature
, and (3) information concerning individuals, is
reports or other documents or items (including software) that result from the use of the Confidential
Information by Contractor shall be treated in the same manner as the Confidential Information.
Confidential Information does not include information that (1) is or becomes (other than by
disclosure by Receiving Party) publicly known; (2) is furnished by Disclosing Party to others without
possession without the obligation of nondisclosure prior to the time of its disclosure under this
Master Agreement; (4) is obtained from a source other than Disclosing Party without the obligation
of confidentiality, (5) is disclosed with the written consent of Disclosing Party or; (6) is independently
developed by employees, agents or subcontractors of Receiving Party who can be shown to have
had no access to the Confidential Information.
b. Non-Disclosure. Each Party shall hold Confidential Information in confidence, using at least the
industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market,
transfer or otherwise dispose of, give, or disclose Confidential Information to third parties (other than
subcontractors as necessary to perform the obligations of this Master Agreement) or use
Confidential Information for any purposes whatsoever other than what is necessary to the
performance of Orders placed under this Master Agreement. Each Party shall advise each of its
employees and agents of their obligations to keep Confidential Information confidential. Each Party
shall use commercially reasonable efforts to assist Disclosing Party in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the
foregoing, Receiving Party shall advise Disclosing Party immediately if Disclosing 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 Receiving Party shall at its expense
cooperate with Disclosing Party in seeking injunctive or other equitable relief in the name of
Disclosing Party against any such person. Except as directed by Disclosing Party, Receiving Party
will not at any time during or for three years after the term of this Master Agreement disclose, directly
or indirectly, any Confidential Information to any person, except in accordance with this Master
Receiving Party shall turn over to Disclosing Party all documents, papers, and other matter in their
possession that embody Confidential Information. Notwithstanding the foregoing, Receiving Party
may keep one copy of such Confidential Information necessary for quality assurance, audits and
evidence of the performance of this Master Agreement.
c. Injunctive Relief. The parties acknowledge that breach of this section, including disclosure of any
Confidential Information, will cause irreparable injury to Disclosing Party that is inadequately
compensable in damages. Accordingly, Disclosing Party may seek and obtain injunctive relief
against the breach or threatened breach of the foregoing undertakings, in addition to any other legal
remedies that may be available. Receiving Party acknowledges and agrees that the covenants
contained herein are necessary for the protection of the legitimate business interests of Disclosing
Party and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict
with the applicable public disclosure laws of any Purchasing Entity.
e. The confidentiality obligations under this section shall also extend to (as included within the
definition of Confidential Information) Participating Addenda, as well as Orders or transaction data
relating to Orders under this Master Agreement that identify the entity/Purchasing Entity, Order
dates, line item descriptions and volumes, and prices/rates. This provision does not apply to
Attachment A: Page 17 of 37
disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit,
inspection, or examination pursuant to Section 29.
To the extent permitted by law, Receiving Party shall notify the Receiving Party of any entity seeking
access to the Confidential Information described in this Section 30. The Receiving Party will be
authorized to disclose Confidential Information as may be required by applicable law pursuant to a
valid order issued by a court or government agency or relevant regulatory authority (including a
stock exchange), provided that the Receiving Party provides: (i) prior written notice to the Disclosing
Party of such obligation; and (ii) the opportunity to oppose such disclosure.
31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing
32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, or sublet rights, or delegate responsibilities under this
Master Agreement, in whole or in part, without the prior written approval of the Lead State.
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. In addition, Contractor may, without permission, utilize
subcontractors to perform Services sold under this Master Agreement and provide Cloud Offers.
b. The Lead State reserves the right to assign any rights or duties, including written assignment of
contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business
as NASPO ValuePoint and other third parties.
33. Changes in Contractor Representation
managing the Master Agreement in writing within 10 calendar days of the change. The Lead State
Contractor agrees to propose replacement key personnel having substantially equal or better education,
proposal.
34. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization, express or
implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to
any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as
agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
35. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor
upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity
may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the
Participating Addendum. Termination may be in whole or in part. Any termination under this provision
shall not affect the rights and obligations attending orders outstanding at the time of termination,
including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for
Products delivered and accepted, rights attending any warranty or default in performance in association
with any Order, and requirements for records administration and audit. Termination of the Master
Agreement due to Contractor default may be immediate.
Attachment A: Page 18 of 37
36. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot,
The Lead State may terminate this Master Agreement after determining such delay or default will
reasonably prevent successful performance of the Master Agreement.
37. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of default under this
Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the solicitation or in this
Master Agreement that proves to be untrue or materially misleading; or
(4) 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
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default,
identifying the nature of the default, and providing a period of sixty (60) calendar days in which
Contractor shall have an opportunity to cure the default. The Lead State shall not be required to
provide advance written notice or a cure period and may immediately terminate this Master
Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably
necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall
damages.
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 the Lead State shall have the right to exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Co and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, 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 shall have all of the rights and remedies under this paragraph regarding its
participation in the Master Agreement with respect to its Participating Addendum, in addition to those
set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a
Purchasing Entity shall provide written notice of default as described in this section and have all of
the rights and remedies under this paragraph and any applicable Participating Addendum with
respect to an Order placed by the Purchasing Entity.
38. Waiver of Breach
Failure of the either party 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 must be in writing. Waiver
by a party any default, right or remedy under this Master Agreement or Participating Addendum, or with
respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a
Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any
Attachment A: Page 19 of 37
subsequent default or breach of such term or requirement, or of any other term or requirement under this
Master Agreement, Participating Addendum, or Purchase Order.
39. 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. This certification represents a recurring certification made at
the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement,
attach a written explanation for review by the Lead State.
40. Indemnification; Limitation of Liability
a. General Indemnity - Each party shall defend, indemnify and hold harmless the other party, along
with their officers and employees, from and against third-party claims, damages or causes of action
dily injury, or damage to
tangible personal property (not including lost or damaged data) arising from negligent or willful
misconduct act(s), error(s), or omission(s) of the indemnifying party, its employees or subcontractors
or volunteers, relating to its performance under the Master Agreement. In the event that the
indemnified party's or a third party's negligent or willful misconduct acts, errors or omissions
contributed to cause the injury or damage for which a claim of indemnity is being asserted against
the Contractor, 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 Contractor,
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 Contractor 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.
b. Indemnification Intellectual Property. The Contractor shall defend any claim against NASPO,
NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the
Lead State, Participating Entities, or Purchasing Entities, along with their officers and employees
under this Agreement, infringes patents, copyrights or trademarks ("Intellectual Property Claim") of
another person or entity.
(1)
Property Claim is based on:
(a) compliance with any designs, specifications, requirements, or instructions by any Indemnified
or
(b) or
(c) t, or services offered by
Indemnified Party to external or internal Purchasing Entity, or revenue earned by the
Indemnified Party; or
(d)
software or business processes.
(2) The Indemnified Party shall notify the Contractor promptly after receiving notice of an Intellectual
Property Claim. If Indemnified Party fails to notify Contractor promptly of the Intellectual Property
Claim, and that failure prejudices Cont
Attachment A: Page 20 of 37
with respect to that Intellectual Property Claim will be reduced to the extent Contractor has been
prejudiced. In addition, such failure to provide prompt notification shall relieve Contractor of any
Contractor defends any Intellectual Property Claim, it shall have control over the defense and
settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in
writing for any money damages or obligations for which it may be responsible. The Indemnified
Party shall furnish, at the Co
for such defense.
(3) If an Intellectual Property Claim is made or appears likely, Indemnified Party shall permit
Contractor to procure for Indemnified Party the right to continue using Contra
Contractor determines that none of those alternatives is reasonably available, then Indemnified
Party will return and/or cease using Cont
to generally accepted accounting principles.
(4) This Section 40
remedy regarding any Intellectual Property Claims.
c. under Section 40(a) (General
Indemnity) and Section 40(b) (Indemnification Intellectual Property) notwithstanding
anything else herein, all liability of Contractor and its suppliers to any Participating Entity (and any
Purchasing Entity under the Participating Entity) for claims arising under this Agreement, the
applicable Participating Addendum, or otherwise shall be limited to the greater of (i) three million
dollars ($3,000,000.00) or (ii) the money paid to Contractor by the Participating Entity under this
Master Agreement in the twelve (12) month period prior to the event or circumstances that first gave
rise to such liability. This limitation of liability is cumulative and not per incident.
d. Waiver of Consequential Damages. In no event shall Contractor or its suppliers be liable for any (i)
special, exemplary, incidental, indirect or consequential damages, or loss of or damage to data
business, anticipated savings, use of any product or service, opportunity, goodwill or reputation, or
(iii) wasted expenditure (other than any expenditure necessarily incurred to discharge the innocent
41. 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 the Lead State, a Participating Entity, or a Purchasing Entity be a
waiver 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.
This section applies to a claim brought against the Participating Entities who are states only to the extent
ereign immunity and is not consent by the state to
be sued in federal court. This section is also not a waiver by the 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.
42. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and
construed in accordance with the laws of the Lead State sponsoring and administering the
procurement. The construction and effect of the Master Agreement after award shall be governed by
the law of the state serving as Lead State. The construction and effect of any Participating
Addendum or Order against the Master Agreement shall be governed by and construed in
accorda
Attachment A: Page 21 of 37
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to
the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action
concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for
any claim, dispute, or action concerning any Order placed against the Master Agreement or the
effect of a Participating State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and
exclusively within the United States District Court for (in decreasing order of priority): the Lead State
for claims relating to the procurement, evaluation, award, or contract performance or administration
if the Lead State is a party; a Participating State if a named party; the state where the Participating
Entity or Purchasing Entity is located if either is a named party.
43. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state 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-
provisions), as now in effect and as may be amended from time to time, in connection with any goods or
services provided in that state for the purpose of carrying out the Contractor's obligations under this
Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to
control any such litigation on such claim for relief or cause of action.
44. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-
Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional
contractual requirements or certifications that must be satisfied at the time the Order is placed or upon
delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda
and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
45. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or
alternative financing methods for the acquisition of Products under this Master Agreement. Where the
terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms
and conditions for leasing or alternative financing methods are subject to negotiation between the
Contractor and Purchasing Entity.
46. Entire Agreement:
This Master Agreement, along with any attachment, contains the entire understanding of the parties
hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a
Participating Entity. No click-through, or other end user terms and conditions or agreements required by
Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative
in this Master Agreement.
Attachment A, eMarket Center Appendix: Page 22 of 37
eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket
Center is required by the solicitation or either solution is proposed by a Contractor and accepted by
the Lead State.
b.
Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written
request to the Contractor to begin enablement process. The Contractor shall have fifteen (15)
days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an
the Contractor. The schedule will include future calls and milestone dates related to test and go
live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted
catalog or (2) punch-out catalog, from date of receipt of written request.
(2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog
structures (either hosted or punch-out as further described below) shall be provided by the
Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the
ucts and/or services not authorized
through the resulting cooperative contract should not be viewable by NASPO ValuePoint
Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its
awarded products/services and pricing in an electronic data file in a format acceptable to
JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit
updated electronic data no more than once per 30 days to the eMarket Center for the Lead
Stat -to-date version of its product/service offering under
the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own
online catalog, which must be capable of being integrated with the eMarket Center as a.
Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the
Contractor shall validate that its online catalog is up-to-date by providing a written update no
more than once per 30 days to the Lead State stating they have audited the offered
products/services and pricing listed on its online catalog. The site must also return detailed
UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-
Quote functionality to facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products,
altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any
other applicable restrictions with respect to the frequency or amount of such revisions. However, no
cooperative contract enabled in the eMarket Center may include price changes on a more frequent
basis than once per year (see required Price Guarantee Period section 11). The following conditions
apply with respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month and shall go into effect in the
eMarket Center on as approved by the Lead State contract administrator.
(2) Lead State-approved price changes are not effective until implemented within the eMarket
changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and
JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor
can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More
Attachment A, eMarket Center Appendix: Page 23 of 37
information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier
Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out
catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative fees and/or
discounts, as well as the most up-to-date product/service offering the Contractor is authorized to
provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the
cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog must include detailed product line item descriptions; and
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum
requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to
have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For
example, a supplier may have different pricing for state government agencies and Board of
Regents institutions. Suppliers have the ability and responsibility to submit separate contract
pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing
to the user viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or
cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the
day before a weekend or holiday, the Contractor must provide positive confirmation via phone or
email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and
Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for
the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future
versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line
items, goods or services provided under the resulting statewide contract must be associated to a
UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by
segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the
from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review
right is solely for the benefit of the Lead State and Participating Entities, and the review and approval
shall not waive the requirement that products and services be offered at prices (and approved fees)
required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER
eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative
Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative
Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor
agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog.
NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the
Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such
separate JAGGAER catalogs.
Attachment A, Exhibit 1: Page 24 of 37
Exhibit 1 Additional Contractor Terms and Conditions
END USER LICENSE AGREEMENT
You and Cisco. Please read it carefully. The Agreement includes the applicable Cloud Offer
Description(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html
and SEULA(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/software-
and the order of precedence in the event of conflict is in Section 1
. Depending on whether the Software is delivered on-premise as Embedded Software or as
a Cisco-hosted cloud offering of Cloud Software, certain terms herein may not apply to Your purchase.
must have the authority to enter into this Agreement. If You do not have such authority, or
if You do not agree with the terms of this Agreement, do not click accept and do not Use
the Software. If You determine that You cannot comply with the terms of this Agreement
after You have paid for the Software, You may return the Software to the Approved Source,
disable or uninstall the Embedded Software and/or cease Your Use of the cloud-hosted
Cloud Software and receive a full refund, provided You do so within thirty (30) days of
Your initial purchase.
Section 1. License
a. License. Subject to Your payment of the applicable fees to an Approved Source and compliance
with this Agreement, Cisco grants You a limited, non-exclusive license to Use the Software and
related Documentation for Your internal business purposes only and in accordance with any
Supplemental Terms, Order and/or Entitlement. In the event that Cisco requires You to register as an
end user, Your license is valid only if the registration is complete and accurate. The Embedded
Software delivered for Use on-premise may contain open source software, and is subject to separate
license terms. A list of such open source software and related license agreements can be found at
www.cisco.com/go/opensource.
b. Limitations and Restrictions. Unless expressly authorized by Cisco in writing, You will not and will
not allow a third party to:
i. Sell, resell, transfer, sublicense, or assign Your rights under this Agreement to any other person
or entity (except as expressly provided in Section 1.f below);
ii. modify, adapt or create derivative works of the Software or Documentation;
iii. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source
code for the Software, except as authorized by Cisco ;
iv. make the functionality of the Software available to third parties in a managed or network
provisioned service;
v. Use Software that is licensed for a specific device, whether physical or virtual, on another
device;
vi. remove, modify, or conceal any product identification, copyright, proprietary, intellectual
property notices or other marks on or within the Software;
vii. Use the Software on secondhand and/or refurbished Cisco equipment; or
viii. Use the Software on third party hardware unless otherwise set forth in the Documentation (or
otherwise authorized by Cisco in writing).
c. Your Use of Cloud-Hosted Software. You will be responsible for the accuracy, quality and legality of
Your Customer Data, the means by which You acquired Your Customer Purchasing Entity Data and
Your Use of Your Customer Entity Data with our Software. You will not (i) interfere with other customer
access to, or use of, the Software, or with the security of the Software; (ii) facilitate the attack or
Attachment A, Exhibit 1: Page 25 of 37
disruption of the Software, including a denial of service (DoS) attack, unauthorized access, monitoring
or crawling or distribution of malware (including but not limited to viruses, Trojan horses, worms, time
bombs, spyware, adware or cancelbots), or (iii) cause an unusual spike or increase in Your use of the
Software that Cisco determines fraudulently or negatively impacts the operating capability of the
Software. If Your use of the Software requires or permits You to use any Cisco Content, You (and
Your agents) may only use such Cisco Content with the Software and with third-party products or
services offerings that Cisco has identified as compatible. You will not extract Cisco Content from or
use it separate from the Software, nor will you provide Cisco Content to a third party
d. Third Party Use of Software. You may allow a third party to Use the Software licensed to You solely
(i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this Agreement. You
agree that You are responsible for any breach of this Agreement by that third party.
e. Upgrades and Additional Copies. Notwithstanding anything else in this Agreement, You may not
Use Upgrades and additional copies of the Software unless You:
i. hold a valid license to the Software, are in compliance with such license, and have paid the
applicable fee for the Upgrade; and
ii. purchase the Upgrade separately or have a valid support agreement covering the Software,
either as part of a subscription or purchased separately; and
iii. Use additional copies solely for backup purposes limited to archiving for restoration purposes.
f. Transferability/Assignment. You may only transfer or assign Your license rights to on-premise
Embedded Software to another person or entity in accordance with the current Cisco
Relicensing/Transfer Policy. Any transfer or assignment other than in accordance with the Transfer
Policy will have no effect. Cisco may transfer or assign any of its rights or delegate any of its
obligations under this Agreement in its sole discretion.
g. Interoperability. If required by applicable law, Cisco will provide You with the interface information
needed to achieve interoperability between the on-premise Embedded Software and another
independently created program. Cisco will provide this interface information at Your written request
strictly follow any applicable terms and conditions upon which Cisco makes the information available.
h. Non-production and Trial Use.
i. We may provide beta versions of the Software for you to evaluate and provide feedback. Beta
versions are not generally released and may only be used for limited, temporary purposes
-
without warranty of any kind, and Cisco is not responsible for any problems or issues related to
Your use. You understand that the Beta Software may never be generally available and we may
discontinue it in our sole discretion at any time for any reason and delete any Customer Data or
other data without liability to You. Your Use of the Beta Software is valid for thirty (30) days from
the date it is made available to You. You will be invoiced for the list price if You do not return or
stop Using it. You may not publish any results of benchmark tests run on the Beta Software without
first obtaining written approval from Cisco.
ii. We may also give You trial access to generally-available Software. Any trial period will expire in
-
without support or any express or implied warranty or indemnity of any kind. At any time during or
at the end of the trial, Cisco may terminate the trial and deactivate or delete Your account and any
related data, information, and files, and bar any further access to such data, information and files
for any reason.
Section 2. Fees and Payment
Fees for the Software are set out in Your purchase terms with Your Approved Source. Fees are non-
refundable and payment obligations are non-cancelable, except as provided here, in Your purchase
terms, or where prohibited by law.
Attachment A, Exhibit 1: Page 26 of 37
Section 3. Ownership and Your Data
a. What We Own. Cisco and its licensors retain ownership of all intellectual property rights in and to the
Software and its underlying technology and associat
including all improvements, enhancements, modifications, and derivative works. Cisco reserves all
rights to the Materials that are not expressly granted under this Agreement or the Supplemental
Terms.
b. What You Own and What You Do with It. You retain all right, title and interest in and to Customer
Data. You authorize Cisco to use any feedback or ideas You provide in connection with Your Use of
the Software for any purpose. You represent that all account information You provide is accurate
and will be kept up-to-date and that You will use reasonable means to protect Your account from any
unauthorized use or access, and promptly notify Cisco of any such use or access.
c. How We Use Your Data. Cisco will process Customer Data and Personal Data in accordance with
Privacy Statement, and the applicable Supplemental Terms. Cisco will
maintain administrative, physical and technical safeguards consistent with industry standards and the
Documentation, which are designed to provide security, confidentiality and integrity of the Customer
Data we process. Certain Data that Cisco collects from the Software, or that You provide or make
accessible to Cisco as part of Your use of the Software, is necessary for the essential use and
functionality of such Software. Data is also used by Cisco to provide associated services such as
technical support and to continually improve the operation, security and functionality of the Software.
For those reasons, You may not be able to opt out from some of the Data collection other than by
uninstalling, disabling or ceasing use of the Software.
i. Use of Telemetry Data and Statistical Data. Cisco may process Telemetry Data related to Your
use of the Software in order to (i) deliver, enhance, improve, customize, support, and/or analyze
the Software and other Cisco offerings, and (ii) derive Statistical Data. Cisco may freely use
Telemetry Data that does not identify You or any of Your Authorized Users. Statistical Data is
owned by Cisco and may be used for any legitimate interest or purpose, including, without
limitation, for purposes of enhancing, developing, marketing, and/or promoting Cisco products and
services, including the Software.
ii. International Data Transfers. Cisco may process and store Customer Data and Personal Data in
the United States or outside of the country where it was collected. You are responsible for providing
any required notices to Authorized Users and obtaining all required consents from Authorized Users
regarding the processing and transfer of their Personal Data by the Software, including international
transfers. Cisco will only transfer Personal Data consistent with applicable law. If Cisco processes
Personal Data from the EEA or Switzerland on Your behalf, we will do so in a manner consistent
with the relevant EU- or Swiss-
www.commerce.gov/privacyshield) or successor frameworks. If Cisco transfers Personal Data from
an APEC Member Economy on Your behalf, Cisco will process such Personal Data in a manner
www.cbprs.org
If Cisco is unable to provide at least the same level of protection as required by the Principles or
CBPRs, Cisco will promptly notify You and cease processing.
Section 4. Software Support
We will provide basic technical support for subscription Cloud and Embedded Software, as described in
the Supplemental Terms. Higher levels of support for subscription Software, and support for perpetual
Software is separately available for purchase.
Section 5. Term and Termination
a. Your right to Use the Software begins on the date (i) the on-premise Embedded Software is made
available for download or installation, or (ii) You receive notice that the cloud hosted Cloud Software
is provisioned or available for Your use , and continues until the end of the term specified in the
Attachment A, Exhibit 1: Page 27 of 37
If the Software is licensed for use both on-premise and cloud-hosted, Your right to Use begins on the
earlier of the date the Software is made available for download or is ready for provisioning.
b. Software subscriptions will automatically renew for the renewal period selected on the Order
in writing at least thirty (30) days before the end of the then-current term of its intention not to
renew or (ii) You or Your Approved Source elect on the Order at the time of initial purchase
not to auto-renew the Software subscriptions. Your Approved Source will notify You
reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply
for the upcoming Renewal Term unless You or Your Approved Source promptly notify us in
writing, before the applicable renewal date, that You do not accept the fee changes. In such
event, the Software subscription will terminate at the end of the Initial Term.
c. If a party materially breaches this Agreement and does not cure that breach within thirty (30) days
after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for
cause. Cisco also has the right to immediately suspend or terminate Your use of the Software if You
breach Section 1.c or Section 1.a or 1.b above. Upon termination or expiration of this Agreement,
You must cease any further use of the Software and destroy any copies within Your control. Upon
any termination by You for
Approved Source any prepaid fees covering the remainder of the Term after the effective date of
termination. Upon any termination by Cisco for Your material breach of the Agreement, You will pay
Cisco or Your Approved Source any unpaid fees covering the remainder of the Term.
d.
posting at http://www.cisco.com/c/en/us/products/index.html. If You or Your Approved Source prepaid
a license fee for Your Use of EOL Cloud Software, Cisco will use commercially reasonable efforts to
transition You to a substantially similar Cloud Software. If Cisco does not have a substantially similar
Cloud Service, then Cisco will credit You any unused portion of the prepaid fee for such Cloud
Service, calculated from the last date the Cloud Service is available. Such credit can be applied
towards the future purchase of Cisco products.
Section 6. General Provisions
a. Audit. During the license term for the Software and for a period of three (3) years after its
expiration or termination, you will take reasonable steps to maintain complete and accurate
records of Your use of the Software sufficient to verify compliance with this Agreement. No more
than once per twelve (12) month period, You will allow Cisco and its auditors the right to examine
such records and any applicable books, systems (including Cisco product(s) or other equipment),
and accounts, upon reasonable advanced notice, during Your normal business hours. If the audit
discloses underpayment of license fees, You or Your Approved Source will pay such license fees
plus the reasonable cost of the audit within thirty (30) days of receipt of written notice.
b. Survival. Sections 1.b, 3, 5, 6.a, 6.b, 6.d, 6.g shall survive termination or expiration of this
Agreement.
c. Subcontracting. We may also subcontract any performance associated with the Software to third
parties. Any such subcontract will not relieve Cisco of any of its obligations under this Agreement.
US Government End Users. The Software and Documentation are "commercial items," as defined at
Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer
software" and "commercial computer software documentation" as such terms are used in FAR 12.212.
Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense
Federal Acquisiti -1 through 227.7202-4, and
notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which
this Agreement may be incorporated, Government end users will acquire the Software and
Documentation with only those rights set forth in this Agreement. Any license provisions that are
inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
d. Modifications. As our business evolves, we may change this Agreement or any of its components
(except an Order). Changes to the Agreement will only apply to future Orders.
Attachment A, Exhibit 1: Page 28 of 37
e. Compliance with Law. You will comply with all applicable laws and regulations related to Your
receipt and use of the Software. You must ensure You have the right to use all features of the
Software in Your jurisdiction. Cisco will comply with all applicable laws in the provision of the Software
to You. We may restrict the availability of the Software in any particular location or modify or
discontinue features to comply with applicable laws and regulations. Cisco may also share
requests found at http://www.cisco.com/c/en/us/about/trust-transparency-
center/validation/report.html.
f. Integration. If any portion of this Agreement is not enforceable, it will not affect any other terms.
Except as expressly stated in a signed agreement, this Agreement, together with any Supplemental
Terms is the complete agreement between the parties with respect to the Software and supersedes
all prior or contemporaneous communications, understandings or agreements (whether written or
oral) regarding this subject matter. In the event of any conflict, the order of precedence is: i)
Supplemental Terms; ii) this Agreement; then iii) any applicable policies referenced in this
Agreement. The parties agree that the English version of the Agreement will govern in the event of a
conflict between it and any version translated into another language.
Definitions
means data related to Your employees or representatives to administer or
manage Your use of the Software. Administrative Data may include Personal Data and information about
our contractual commitments, whether collected at the time of the initial registration or thereafter.
means Cisco or a Cisco authorized reseller, distributor or systems integrator,
including a Fulfillment Partner under the NASPO ValuePoint Master Agreement Terms and Conditions.
Authorized User ls authorized by You to access the Software.
means Cisco Systems, Inc. or its applicable affiliate, the Contractor under
the NASPO ValuePoint Master Agreement Terms and Conditions.
means any Cisco-provided content or data including, but not limited to, geographic and
domain information, rules, signatures, threat intelligence or other threat data feeds, suspicious URLs and
IP address data feeds.
Cloud Software -hosted software offering as described in the applicable Cloud Offering
Description purchased by You.
Confidential Information -public confidential or proprietary information of the disclosing
party that is clearly marked confidential or should be reasonably assumed as confidential given the nature
of the information and the circumstances of disclosure.
Customer means Purchasing Entity Data in the NASPO ValuePoint Master Agreement Terms
and Conditions.
means Telemetry Data and Statistical Data.
Documentation isco user or technical manuals, training materials, specifications, privacy
data sheets, or other information applicable to the Software.
Entitlement
product ID (PID
accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic,
acts of terrorism, or the stability or availability of the Internet or a portion thereof.
means the additional terms and conditions applicable to the specific cloud-
hosted Software licensed under this Agreement (located here).
Order
duration, type/product ID (PID) and quantity of Software to be provided and the associated fees.
Attachment A, Exhibit 1: Page 29 of 37
has the same meaning in the NASPO ValuePoint Master Agreement Terms and
Conditions.
means the Supplemental End User License Agreement containing additional terms and
conditions for the on-premise Software licensed under this Agreement (located here).
Software
downloadable file, delivered on physical media, pre-installed on the on-premise computer system,
resident in ROM/Flash (system memory) or cloud-hosted purchased from an Approved Source. Software
may be either Embedded Software or Cloud Software.
means any information/data that Cisco derives from Customer Data and/or Telemetry
Data, provided that such information/data is aggregated and/or de-identified such that it cannot
reasonably be used to identify an individual or entity.
means information generated by instrumentation and logging systems created through
the use and operation of Cisco products and services.
Upgrades
modifications to the Software.
Use Using e Software
You Your
ValuePoint Master Agreement Terms and Conditions and applicable Participating Addendum.
Attachment A, Exhibit 2: Page 30 of 37
Exhibit 2 -Additional Contractor Terms and Conditions
Services Exhibit
This Services Exhibit governs all Orders for Services placed under the NASPO Master Agreement
Terms and Conditions ("NASPO Master Agreement"). This Services Exhibit consists of the terms set
forth in Exhibit 2 (including its attachments) and the Service Description Purchasing Entity may elect
to purchase.
1. DEFINITIONS
Terms not defined in the body of the NASPO Master Agreement are those set out in the Glossary of
Terms at the end of this Exhibit 2.
2. SCOPE
This Exhibit describes the terms and conditions for (a) Direct Purchases from Cisco by Customer of
Services, and (b) delivery by Cisco of the Services according to the options ordered by Customer or
otherwise provided by Cisco to Customer. Cisco will provide Services for Products and 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. PRICING
For direct purchases from Cisco, and subsequent Equipment List renewals, prices for Services shall
be those specified in Cisco's then-current Price List less any applicable contract discount in effect
under the NASPO 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 NASPO 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 NASPO 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
In the event that Customer is unable to provide valid and applicable serial number(s) for Product and
-
current time and materials or non contract service rates.
4. 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.
5. TERM AND TERMINATION
a. The term of an Equipment List shall commence on the date set forth on such Equipment List,
which may be up to sixty (60) days following the date of Purchase Order acceptance. The term
of an Equipment List shall be for a period of one year and shall be renewed automatically for
Attachment A, Exhibit 2: Page 31 of 37
successive one year terms, unless either party notifies the other of its intent to terminate at least
sixty (60) days prior to the expiration of the then current one year term.
b. The term of each SOW shall be stated in the SOW.
c. Any Equipment List or SOW may be terminated 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, or otherwise in accordance with the termination provisions set out in the Agreement.
d. 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 thirty (30) 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 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.
e. Upon termination of 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.
f. Firm Orders for Services under this Services Exhibit 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 NASPO Master Agreement and this
Services Exhibit for any other Services.
6. [INTENTIONALLY LEFT BLANK]
7. LICENSES
a.
Service Description or SOW, and the End User License Agreement (EULA) set forth in Exhibit 1,
Cisco grants to Customer a worldwide, non-exclusive and non-transferable license to use for
in object code form; (ii) other Deliverables specified in an applicable AS Service Description or
Licensed
Materials In addition, Cisco grants to Customer a right to modify and create derivative works of
any Scripts provided by Cisco to Customer pursuant to this Services Exhibit, solely for
internal business use. These license grants do not include the right to sublicense; provided that
Customer may permit its suppliers, subcontractors and other related third parties to use the
ensures that any such use is subject to license restrictions and confidentiality obligations at least
as p Agreement.
b. Nothing in this Agreement, any AS Service Description or any SOW shall alter or affect the
Intellectual Property rights and/or licenses provided with any Cisco Products.
c. Customer hereby grants to Cisco a perpetual, irrevocable, royalty free, worldwide right and license
to all Intellectual Property in the Customer Feedback (as defined below) to use and incorporate
Customer Feedback into any Services, Products, Deliverables, Data Collection Tools, Reports,
Scripts or Cisco Pre-Existing Technology, and to use, make, have made, offer to sell, sell, copy,
distribute and create derivative works of such Customer Feedback for any and all purposes
whatsoever, and Customer acknowledges and agrees that it will obtain no rights in or to any
Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing
Agreemen Customer Feedback
improvements or changes to any Services, Products, Deliverables, Data Collection Tools, Reports,
Scripts or Cisco Pre-Existing Technology that Customer provides to Cisco.
Attachment A, Exhibit 2: Page 32 of 37
8. OWNERSHIP
a. Each party will retain the exclusive ownership of all its pre-existing Intellectual Property,
Confidential Information and materials, including, without limitation, proprietary ideas, sketches,
diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods,
processes, identifier codes or other technology that are owned by a party prior to commencement
of any Services hereunder, or that are otherwise developed by or for such party outside the scope
Pre-Existing Technology
b. Except as otherwise expressly set forth in applicable SOW, Cisco owns and will continue to own
all right, title and interest in and to the Services, Products, Deliverables, Data Collection Tools,
Reports, Scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork,
software, algorithms, methods, processes, identifier codes or other technology provided or
developed by Cisco (or a third party acting on behalf) pursuant to this Agreement, including
modifications, enhancements, improvements or derivative works of any of the foregoing,
regardless of who first conceives or reduces to practice, and all Intellectual Property in any of the
Cisco Intellectual Property
c. As between Customer and Cisco, Customer shall at all times retain all right, title and interest in
and to all of Pre-Existing Technology and all Intellectual Property that is developed by
Intellectual
Property. Third Party Products shall at all times be owned by the applicable third party, and will
be subject to any applicable third party license terms.
9. SUBCONTRACTING
Cisco reserves the right to subcontract Services to a third-party organization to provide Services to
Customer. Any such subcontract shall not relieve Cisco of any of its obligations under this Services
Exhibit or the NASPO Master Agreement.
Attachment A, Exhibit 2, Attachment 1: Page 33 of 37
EXHIBIT 2 -- ATTACHMENT 1
GLOSSARY OF TERMS
Additional Services means installation of new Hardware, system additions, Hardware upgrades,
dispatch of a field engineer, or non-mandatory engineering changes.
Advance Replacement means shipment of replacement Field-Replaceable Unit (FRU) before receiving
failed or defective FRU.
Advanced Services means the Services set forth in the AS Service Description(s) found at
http://www.cisco.com/go/servicedescriptions and/or SOW(s) selected by the Customer. Advanced
Services does no
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 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.
AS Service Descriptions mean the description of the Advanced Services available from Cisco, which
are available at http://www.cisco.com/go/servicedescriptions and which are incorporated in this
Agreement by reference.
Authorized Channel means a system integrator, distributor or reseller authorized by Cisco to sell
Services.
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 means Contractor under the NASPO Master Agreement.
Customer means Purchasing Entity under the NASPO Master Agreement.
Data Collection Tools means Hardware and/or Software tools that support Cisco's ability to provide
troubleshooting on cases, data analysis, and report generation capabilities as part of the Advanced
Services.
Depot Time or Local Time means Central European Time for Services provided in Europe-Middle-East
d Time
for Services provided in Japan, and Pacific Standard Time for Services provided in all other locations.
Deliverable(s) means, with respect to each AS Service Description and/or SOW, the items to be
delivered by Cisco to Customer as set forth in an applicable AS Service Description and/or SOW,
including, without limitation, any Software, Reports, Data Collection Tools, and/or Scripts.
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.
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.
Attachment A, Exhibit 2, Attachment 1: Page 34 of 37
Field-Replaceable Unit (FRU) means any component or subassembly of an item or unit of Hardware that
reasonably can be replaced at Customer's location. FRUs also may be subject to size and weight
limitations.
Four-hour Response means:
(i) For Advance Replacement Service, the four-hour time period commences upon the Cisco problem
diagnosis and determination that a FRU is required and ends when the FRU is delivered onsite.
(ii) For onsite service, the four-hour time period commences upon the Cisco problem diagnosis and
determination that remedial onsite service is required and ends when Cisco personnel arrive onsite.
Indirect Purchases means purchases of Services by Customer through an Authorized Channel.
Intellectual Property means any and all tangible and intangible: (i) rights associated with works of
authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights,
and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights,
(iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other
intellectual and industrial property rights (of every kind and nature throughout the world and however
designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations,
initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in
force (including any rights in any of the foregoing).
Level 1 means support that is defined as having the necessary technical staff (Cisco or Cisco-authorized
reseller) with appropriate skill, perform installations, Remedial Hardware Maintenance, and basic
Hardware and Software configuration on Cisco Products.
Level 2 means support that is defined as having the necessary technical staff with the appropriate skills
to perform isolation, replication and diagnosis of internet-based problems on Cisco Product(s). Customer
shall not report Software bugs to Cisco prior to attempting to identify the source of such bugs and testing
in Customer's Network where appropriate. If the Customer cannot duplicate the bug in Customer's
Network, Customer and Cisco shall cooperate in attempting to replicate and resolve related Software
bugs in either Customer's or Cisco's test facility as mutually agreed. In all cases Customer will address
Software bugs on a best effort basis to replicate same in Customer's Network and document activity to
Cisco before seeking further resolution with Cisco's participation.
Local Time means local time on Business Days.
Maintenance Release means an incremental Software release that provides maintenance fixes and may
provide additional Software functions. Cisco designates Maintenance Releases as a change in the digits
to the right of the tenths digit or of the hundredths digit of the Software version number [x.x.(x) or
x.x.x.(x)].
Major Release means a release of Software that provides additional software functions. Cisco
designates Major Releases as a change in the ones digit of the Software version number [(x).x.x].
Minor Release means an incremental release of Software that provides maintenance fixes and additional
Software functions. Cisco designates Minor releases as a change in the tenths digit of the Software
version number [x.(x).x].
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.
Remedial Hardware Maintenance means diagnosis and onsite replacement of Hardware components
with FRUs.
Attachment A, Exhibit 2, Attachment 1: Page 35 of 37
Reports means reports, recommendations, network configuration diagrams, and related non-Software
Deliverables provided by Cisco to Customer pursuant to this Agreement.
Scripts means software scripts, macros and batch files provided by Cisco to Customer pursuant to this
Agreement.
Services means one or more of the services options selected by the Customer in its Purchase Order and
described at: http://www.cisco.com/go/servicedescriptions
Services Descriptions mean the detailed descriptions of the Services purchased by Customer which are
incorporated into this Services Exhibit by reference.
Standard Business Hours means (i) 8:00 AM to 5:00 PM, Depot time, on Business Days for
replacement of failed Products and (ii) 8:00 AM to 5:00 PM, Local Time at location of the respective Cisco
TAC, on Business Days for case handling of TAC calls.
TAC means the Cisco Technical Assistance Center.
Technical Support Services means Services that provide both essential proactive and reactive operation and
maintenance support Services identified as Technical Support Services at
http://www.cisco.com/go/servicedescriptions.
Technology Application means specific technologies including, but not limited to, content networking,
broadband, and IP telephony that do not operate at the Network Infrastructure level.
Third Party Products means third party hardware and/or software, and all upgrades/updates thereto,
that are designated by Cisco as required for:
(i) The operation of Application Software in conformance with Cisco applicable Application Software
Documentation; and
(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 wi
and determination that a FRU is required and ending when the FRU is delivered onsite.
(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.
Attachment A, Exhibit 2, Attachment 2: Page 36 of 37
EXHIBIT 2 -- ATTACHMENT 2
CISCO SEVERITY AND ESCALATION GUIDELINES
Customer shall assign a severity to all problems submitted to Cisco.
Severity 1
operation. Customer and Cisco both will commit full-time resources to resolve the situation.
Severity 2 means operation of an existing Network is severely degraded or significant aspects of
Customer and Cisco both will commit full-time resources during Standard Business Hours to resolve the
situation.
Severity 3 means operational performance of the Network is impaired, although most business
operations remain functional. Customer and Cisco both are willing to commit resources during Standard
Business Hours to restore service to satisfactory levels.
Severity 4 means information is required on Application Software capabilities, installation, or
h are
willing to provide resources during Standard Business Hours to provide information or assistance as
requested.
If you do not believe that adequate progress is being made or that the quality of Cisco service is
satisfactory, we encourage you to escalate the problem to the appropriate level of management by asking
for the TAC duty manager.
Cisco Escalation Guideline
Elapsed Time* Severity 1 Severity 2 Severity 3 Severity 4
1 hour Customer
Engineering
Manager
4 hours Technical
Support Director
Customer
Engineering
Manager
24 hours Vice President,
Customer
Advocacy
Technical
Support Director
48 hours President/CEO Vice President,
Customer
Advocacy
72 hours Customer
Engineering
Manager
96 hours President/CEO Technical
Support Director
Customer
Engineering
Manager
*Severity 1 escalation times are measured in calendar hours 24 hours per day, 7 days per week.
Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.
Attachment A, Exhibit 2, Attachment 3: Page 37 of 37
EXHIBIT 2 -- ATTACHMENT 3
SERVICES NOT COVERED
Services that are not expressly set forth in the applicable Service Description or Statement of Work
document are not covered under such Service Description or Statement of Work, including, without
limitation, the following:
1. Services are only provided for generally available Products and Software releases/versions, unless
agreed otherwise.
2. Any customization of, or labor to install, Software and Hardware (including installation of Updates).
3. Furnishing of supplies, accessories or the replacement of expendable parts (e.g., cables, blower
assemblies, power cords, and rack mounting kits).
4. Electrical or site work external to the Products.
5.
by Cisco.
6. Service for Hardware that is installed outdoors or that is installed indoors but requires special
equipment to perform such Service.
7. Hardware replacement in quantities greater than three (3) FRUs, including those replacements due to
pervasive issues documented in an engineering change notice or field alert unless End User has
troubleshot failed Hardware down to the FRU level.
8. Services performed at domestic residences.
9. Support or replacement of Product that is altered, modified, mishandled, destroyed or damaged by
one or more of the following: (a) natural causes; (b) environmental failures; (c) your failure to take any
required actions; (d) a negligent or willful act or omission by you or use by you other than as specified
in the applicable Cisco-supplied documentation; or (e) an act or omission of a third party.
10. Services or software to resolve Software or Hardware problems resulting from third party product or
document.
11. Services for non-Cisco Software installed on any Cisco Product.
12. Any Hardware or third party product upgrade required to run new or updated Software.
13. Erasure or other removal of any customer or third party data on Products (or parts thereof) returned,
repaired or otherwise handled by Cisco.
14. Additional Services are provided at the then-current time and materials rates.
15. Except as otherwise agreed, Software entitlement, including media, documentation, binary code,
source code or access in electronic or other form is not provided. In addition, except as otherwise
provided, no right, use or license to our Software is granted and you acknowledge and agree that you
obtain no such rights.
16. Application Software is not supported as part of the SMARTnet support services provided by Cisco
and is only supported under a separate service description.
The non-entitlement policies posted at http://www.cisco.com/go/warranty are hereby incorporated into this
Agreement by this reference.
Capitalized terms are defined in the Glossary of Terms, or may be as set forth in the applicable Service
Description or Statement of Work.
Attachment B: Page 1 of 11 Att
Attachment B Scope of Services Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial
intelligence, etc.) and services within the Categories it received an award in. Each category also allows for
Internet of Things (IoT) products. These products must be an IoT product that can be deployed within,
needs. Proposals are expected to include IoT products designed to support common government lines of
business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided
in categories that the vendor is awarded in and can include endpoints that support items in that category.
Category 1.1: UNIFIED COMMUNICATIONS (UC).
A set of products that provides a consistent unified user interface and user experience across multiple
devices and modes of communications. Unified Communications that is able to provide services such as
session management, voice, video, messaging, mobility, and meeting solutions (i.e., web, audio, IM&P,
file sharing, white boarding, guest support, etc.). 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
PSTN Access resiliency
Call Processing Redundancy
Optional Branch Office Survivability Services
1.1.1 IP Telephony
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
Enterprise Telephony Features (CFx, Transfer, CID, Shared line appearance, One Number
Service, etc.)
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
o National E911 Routing Services (proper PSAP routing when PSTN access is centralized)
o 911 Device Tracking Services
o 911 On-Site Notification Services
1.1.2 Instant messaging/ Presence
within the enterprise, and remotely, as well as with guest users that offers quick transmission of text-
based messages from sender to receiver. In push mode between two or more people using personal
computers, Desktop (Windows/Mac/VDI/Linux), Mobile/Smartphone, Tablet, 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.
Attachment B: Page 2 of 11 Att
IM Persistency / Workstream Collab
File Sharing Services, Desktop Sharing Services
1.1.3 Unified messaging
(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)
ASR / Transcription Services for recorded messages
1.1.4 Contact Center -based system that provides call and contact routing for high-
-time
contact management system. The definition includes all contact center systems that provide inbound
contact handling capabilities, outbound call/contact center and automatic contact distribution, combined
with a high degree of sophistication in terms of dynamic contact traffic routing management.
1.1.5 Communications End Points and Applications
Attendant Consoles (Telephone Station)
IP Phones (desktop devices and accessories)
Room Based Conferencing Endpoints (Conf Phones, SparkBoard, JamBoard, Surface Hub)
1.1.6 UC Network Monitoring -to-end service management for Unified
Communications. Capabilities include testing, performance monitoring, configuration management,
accounting/billing, analytics (capacity planning), contact center specialized reports (utilization, queue KIIs,
call abandonment rations, etc.), and business intelligence reporting.
1.1.7 Collaboration
ware or
hardware.
1.1.8 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
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.
1.1.9 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 a very large number of end-users (i.e., quarterly all hands meetings/webinar) 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.
Category 1.2: NETWORKING.
1.2.1 Network Application Services.
Application networking solutions and technologies that enable the successful and secure delivery of
applications to local, remote, and branch-office users using technology to accelerate, secure, and increase
availability of both application traffic and computing resources.
Attachment B: Page 3 of 11 Att
1.2.1.1 Virtualized Load Balancers
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
1.2.1.2 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
Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages)
1.2.2 Networking Software.
Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups,
security, applications, and other networking functions. The network operating system is designed to allow
transfer of data 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
Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log
messages).
1.2.2.1 Network Management and Automation
automation, cloud computing, and IT systems management.
1.2.2.2 Data Center Management and Automation and
automate manual tasks across servers, network, applications, and virtualized infrastructure.
1.2.2.3 Cloud Portal and Automation
policy-based controls for provisioning virtual and physical resources.
1.2.2.4 Branch Office Management and Automation ions for
management of branch offices. Capabilities include remote troubleshooting, device management, and
WAN performance monitoring.
1.2.3 Network Optimization and Acceleration.
Devices and tools for increasing data-transfer efficiencies across wide-area networks.
Attachment B: Page 4 of 11 Att
1.2.3.1 Data Analytics
issues related to congestion, such as utilization, service consumption and routing. Provides real-time
insights into network traffic to determine the value of different portions of that traffic.
1.2.3.2 Dynamic Load Balancing
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.
1.2.3.3 WAN Acceleration
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
1.2.3.4 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.
1.2.4 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.
1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches
systems designed for long haul and ultra long-haul optical networking applications.
1.2.4.2 Edge Optical Switches
networks.
1.2.4.3 Optical Network Management Provides capabilities to manage the optical network and allows
operators to execute end-to-end circuit creation.
1.2.4.4 IP over DWDM (IPoDWDM)
(Optical Transport Network).
Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE.
1.3.1 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.
1.3.1.1 Branch Routers
numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan
acceleration, etc.
1.3.1.2 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.
Attachment B: Page 5 of 11 Att
1.3.1.3 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).
1.3.1.4 Service Aggregation Routers
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.
1.3.1.5 Carrier Ethernet Routers
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).
1.3.2 Security.
1.3.2.1 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.
1.3.2.2 Intrusion Detection/Protection and Firewall Appliances
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)
1.3.2.3 Logging Appliances and Analysis Tools Solutions utilized to collect, classify, analyze, and
securely store log messages.
1.3.2.4 Secure Edge and Branch Integrated Security Products
intrusion prevention for branches and the network edge. Products typically consist of appliances or
routers.
1.3.2.5 Secure Mobility Products
multiple mobile devices.
1.3.2.6 Encryption Appliances
transfer layer - above the data link level, but below the application level.
1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity
that provide threat protection, data loss prevention, message level encryption, acceptable use and
application control capabilities to secure web and email communications. This could include cloud access
security brokers (CASBs) and DNS security.
1.3.2.8 Secure Access
personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:
Management visibility for device access
Self-service on-boarding
Attachment B: Page 6 of 11 Att
Centralized policy enforcement
Differentiated access and services
Device Management
1.3.3 Storage Networking.
High-speed network of shared storage devices connecting different types of storage devices with data
servers.
1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules -
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.
1.3.3.2 Fabric and Blade Server Switches
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.
1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management -
Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.
1.3.3.4 SAN Optimization Tools to help optimize and secure SAN performance (ie. Encryption of
data- at-rest, data migration, capacity optimization, data reduction, etc.
1.3.4 : Switches.
Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and
to filter and forward packets among them.
1.3.4.1 Campus LAN Access Switches
controls user and workgroup access to internetwork resources. The following are some of the features a
campus LAN access switch should support:
1. Security
a. SSHv2 (Secure Shell Version 2)
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping
2. VLANs
3. Fast Ethernet/Gigabit Ethernet
4. PoE (Power over Ethernet)
5. link aggregation
6. 10 Gb support
7. Port mirroring
8. Span Taps
9. Support of IPv6 and IPv4
10. Standards-based rapid spanning tree
11. NetFlow Support (Optional).
Attachment B: Page 7 of 11 Att
1.3.4.2 Campus LAN Core Switches
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
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
Support of IPv6 and IPv4
1/10/40/100 Gbps support
IGP (Interior Gateway Protocol) routing
EGP (Exterior Gateway Protocol) routing
VPLS (Virtual Private LAN Service) Support
VRRP (Virtual Router Redundancy Protocol) Support
NetFlow Support.
1.3.4.3 Campus Distribution Switches
forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to
be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches
provides the inter-VLAN routing functions so that one VLAN can communicate with another on the
network. Distribution layer switches provides advanced security policies that can be applied to network
traffic using Access Control Lists (ACLs).
High bandwidth
Low latency
Hot swappable power supplies and fans
Security (SSHv2 and/or 802.1X)
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
1.3.4.4 Data Center Switches
data center by switching or routing good ones to their final destinations, and discard unwanted traffic
using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity
differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
High bandwidth
Low latency
Hot swappable power supplies and fans
Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware-
based Inter-Switch Link (ISL) trunking
Load Balancing across Trunk group able to use packet based load balancing scheme
Bridging of Fibre Channel SANs and Ethernet fabrics
Jumbo Frame Support
Attachment B: Page 8 of 11 Att
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
1.3.4.5 An application in SDN that manages flow control to
enable intelligent networking.
1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers Technology utilized
to support software manipulation of hardware for specific use cases.
1.3.4.7 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.
1.3.4.8 Carrier Aggregation Switches Carrier aggregation switches route traffic in addition to
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
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)
1.3.4.9 Carrier Ethernet Access Switches directly to the
customer or be utilized as a network interface on the service side to provide layer 2 services.
Hot-swappable and field-replaceable integrated power supply and fan tray
AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC
Ethernet and console port for manageability
Attachment B: Page 9 of 11 Att
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
Category 1.4: WIRELESS.
Provides connectivity to wireless devices within a limited geographic area. System capabilities should
include:
Redundancy and automatic failover
IPv6 compatibility
NTP Support
1.4.1 Access Points nnect
to a wired network using Wi-Fi, or related standards. Capabilities should include:
802.11a/b/g/n
802.11n
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
1.4.2 Outdoor Wireless Access Points
or other type of mount. During operations they can tolerate a wide temperature range, high humidity and
exposure to water, dust, and oil. Capabilities should include:
Flexible Deployment Options
Provides real-time wireless intrusion monitoring and detection
Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud
Architecture)
1.4.3 Wireless LAN Controllers -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
Attachment B: Page 10 of 11Att
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
1.4.4 Wireless LAN Network Services and Management
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
mDNS
QoS / Application identification capability
1.4.5 Cloud-based services for Access Points -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
1.4.6 Mobile Device Management (MDM) 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
Category 1.5: FACILITY MANAGEMENT, MONITORING, AND CONTROL.
Technology utilized in the management, monitoring and control of 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, and
digital signage.
d. Building and energy controls
Attachment B: Page 11 of 11Att
II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement
at the time of product purchase or anytime afterwards. This provided list of value added services is not
intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement
2.1 Maintenance Services
hardware coverage, and smart, proactive device diagnostics for hardware.
2.2 Professional Services
a. Deployment Services
i. Survey/ Design Services Includes, but not limited to, discovery, design, architecture
review/validation, and readiness assessment.
ii. and
configuration or end-to-end integration and deployment.
iii.
readiness, identify ways to increase efficiencies throughout the network, and optimize
s and service management.
b.
management, problem management, change management, and utilization and performance
reporting that may be on a subscription basis.
c. Consultin reliability,
d.
roadmaps for
management.
e. Statement of Work (SOW) Services Customer-specific tasks to be accomplished and/or services
requirements.
f.Testing Services Includes, but not limited to, testing the availability, reliability, security and
solutions
2.3 Services Fulfillment Partners.
a. Subject Fulfillment Partner, many
Fulfillment Partners can also offer and provide some or all of the Services as listed above at
competitive pricing, along with local presence and support. Contractor, as the prime, has sole
discretion to determine what Services as listed above may be provided by the Fulfillment
Partners. As the primary Contractor (OEM), Contractor is ultimately responsible for the service
and performance of its Fulfillment Partners. Customers may have the option to purchase the
Services to be directly delivered by Contractor (OEM) or its certified Fulfillment Partners.
2.4 Training including but not
limited to designing, implementing, operating, configuring, and troubleshooting network systems
pertaining to items provided under the master agreement.
Attachment C: Page 1 of 1 Att
Contractor
Cisco Systems, Inc.
Section 1: Pricing
Notes
1. % discounts are based on minimum discounts off Contractor's commercially published pricelists versus fixed pricing.
as the ability to update and
2. Minimum guaranteed contract discounts do not preclude Contractor and/or its Fulfillment Partners from
providing deeper or additional, incremental discounts at their sole discretion.
3. Purchasing Entities shall benefit from any promotional pricing offered by Contractor to similar customers.
Promotional pricing shall not be cause for a permanent price change.
4. Contractor's price catalog shall only include offers that are in contract scope and within the awarded categories.
Quotes to eligible Purchasing Entities shall be based on the approved price catalog as posted on the NASPO
website as well as the mandatory contract webpage.
Section 2: Minimum Discount % off List
Category 1.1 Unified Communications (UC)
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.2 Networking
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.3 Routers, Switches, Secuirty, and Networking Storage
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.4 Wireless
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Category 1.5 Facility Management, Monitoring, and Control
Hardware and Software (on premise) 35.00%
Cloud Services 10.00%
Service Packages (i.e., Maintenance, etc.) 10.00%
Section 3: Value Added Services
Hourly Rates
Weekday Weekend State Holiday
Title Job Description Onsite Remote Onsite Remote Onsite Remote
Maintenance Services
$600.00
$525.00
$600.00
$525.00
$600.00
$525.00
Professional Services
i.e. Cisco Advanced Services, IoT, NTE
$743.17
$661.17
$743.17
$661.17
$743.17
$661.17
Deployment Services
i.e. Cisco Implementation Services, IoT,
NTE
$743.17
$661.17
$743.17
$661.17
$743.17
$661.17
Consulting Advisory Services i.e. Cisco Advisory Services, IoT, NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17
Architectural Design Services
i.e. Cisco Advanced Services, IoT, NTE
$743.17
$661.17
$743.17
$661.17
$743.17
$661.17
Statement of Work Services
i.e. Cisco Advanced Services, IoT, NTE
$743.17
$661.17
$743.17
$661.17
$743.17
$661.17
Partner Services
Basic Install & Config Only (i.e. rack &
stack, cabling, etc.), IoT, NTE
$600.00
$525.00
$600.00
$525.00
$600.00
$525.00
Training Deployment Services
i.e. Software Adoption, Cisco Training
Services, NTE
$600.00
$525.00
$600.00
$525.00
$600.00
$525.00
Cisco - AR3227
NASPO Published Data Communications RFP
1
The State of Utah
Division of Purchasing & General Services
In conjunction with
Request for Proposals
State of Utah Solicitation Number SK18001
NASPO ValuePoint Master Agreement for
Data Communications Products &
Services
July 13, 2018
SK18001: Data Communications Products & Services RFP – Page 2 of 25
Table of Contents
RFP Administrative Information
Section 1 General Information
Section 2 Solicitation Requirements, Information and Instructions to Offerors
Section 3 Evaluation and Award
Section 4 Administrative and Technical Response Requirements
Section 5 Price and Cost Proposal
Attachment A NASPO ValuePoint Master Agreement Terms and Conditions
Attachment B Scope of Work
Attachment B.1 OEM Evaluated Qualifications
Attachment B.2 Category Qualifications
Exhibit 1 Consensus Assessments Initiative Questionnaire (CAIQ)
Exhibit 2 Cloud Controls Matrix (CCM)
Attachment C Contract Manager Resume Template
Attachment D Fulfillment Partner List
Attachment E Cost Proposal Form
Attachment F Interactive Scorecard
Attachment G Claim of Business Confidentiality Form
Attachment H NASPO ValuePoint Detailed Sales Reporting Template
Attachment I States Intent to Participate
SK18001: Data Communications Products & Services RFP – Page 3 of 25
RFP Administrative Information
RFP Title: Data Communications Products & Services
RFP Project Description:
The State of Utah in conjunction with NASPO ValuePoint, is seeking Contractor(s) to
provide data communications products and services as described within this RFP.
RFP Lead:
Solomon Kingston, State Contract Analyst
State of Utah, Division of Purchasing
skingston@utah.gov
(801) 538-3228
Electronic Submission:
Proposals must be submitted electronically via Jaggaer (the Utah Public
Procurement Place) here:
http://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=StateOfUtah
Hard copy submissions will not be accepted.
From the Jaggaer link type “SK18001” into the search bar, and click the search icon.
The “Data Communications Products & Services” posting will appear.
Deadline To Receive Questions: August 17, 2018 at 1pm MDT/MST
Question & Answers:
All questions, including those about Terms and Conditions, must be submitted
through Jaggaer. Question must be submitted by the question deadline date
RFP Closing Date & Time: September 11, 2018 at 1pm MDT/MST
Initial Term of Contract and
Renewals:
The initial term of the Contract will be five (5) years with the option, upon mutual
written agreement, for two (2) additional renewal periods of one (1) year each.
Upon mutual agreement, the contract may be extended or amended.
TAKE NOTE OF THE 0.25% NASPO VALUEPOINT ADMINISTRATIVE FEE DETAILED IN SECTION 6 OF THE NASPO VALUEPOINT STANDARD
TERMS AND CONDITIONS, WHICH MUST BE INCORPORATED INTO YOUR BASE PRICE. OTHER STATES MAY NEGOTIATE ADDITIONAL
ADMINISTRATIVE FEES IN THEIR PARTICIPATING ADDENDA FOLLOWING AWARD OF A MASTER AGREEMENT.
SK18001: Data Communications Products & Services RFP – Page 4 of 25
REQUEST FOR PROPOSALS
NASPO ValuePoint Data Communications Products & Services
Solicitation # SK18001
This Request for Proposals (“RFP”), having been determined to be the appropriate procurement
method to provide the best value to the Lead State, is designed to provide interested Offerors
with sufficient basic information to submit proposals. It is not intended to limit a proposal's content
or exclude any relevant or essential data. Offerors are at liberty and are encouraged to expand
upon the specifications to evidence service capability. This RFP is issued in accordance with
State of Utah Procurement Code, Utah Code Annotated (UCA) Chapter 63G-6a, and applicable
Rules found in the Utah Administrative Code (UAC). If any provision of this RFP conflicts with
the UCA or UAC, the UCA or UAC will take precedence.
SECTION 1: GENERAL INFORMATION
1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP)
The State of Utah, Division of Purchasing & General Services (Lead State) is requesting
proposals for data communications products and services including all customer service,
installation, and design services in furtherance of the NASPO ValuePoint Cooperative Purchasing
Program. The purpose of this Request for Proposals (RFP) is to establish Master Agreements
with qualified original equipment manufacturers (OEM’s) to provide data communications
products and related services for all Participating Entities. This solicitation does not allow for
multiple firms represented by a distributor to respond. This solicitation does not allow for sister
companies to team and submit offers. The objective of this RFP is to obtain best value, and in
some cases achieve more favorable pricing, than is obtainable by an individual state or local
government entity because of the collective volume of potential purchases by numerous state and
local government entities. The Master Agreement(s) resulting from this procurement may be used
by state governments (including departments, agencies, institutions), institutions of higher
education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District
of Columbia, territories of the United States, and other eligible entities subject to approval of the
individual state procurement director and compliance with local statutory and regulatory
provisions.
The State of Utah Division of Purchasing does not guarantee any purchase amount under an
awarded contract. Estimated quantities are for solicitation purposes only and are not to be
construed as a guarantee.
Each Participating Entity may select the Fulfillment Partner(s) they choose to do business with
during the Participating Addendum process. A Participating Entity may require the Fulfillment
Partner(s) to submit additional information regarding their firm as part of the selection process
during the execution of a Participating Addendum. This information could include, but is not
limited to; business references, number of years in business, technical capabilities, information
on past projects, and the experience of both their sales and installation personnel.
Each Participating Entity has the option to select one or more product categories or services from
the resulting Master Agreement(s) during the execution of the Participating Addendum process.
Each Participating Entity has the option to negotiate an expanded product line within the product
category offering and within the scope of this RFP during the Participating Addendum process.
SK18001: Data Communications Products & Services RFP – Page 5 of 25
The Awarded Vendor will be the sole point of contract responsibility. The Lead State Contract
Administrator and Participating Entities will look solely to the awarded vendor for the performance
of all contractual obligations, and the awarded vendor shall not be relieved for the non-
performance of any Fulfillment Partner and/or all Subcontractors. Contract requirements such as
websites, reporting, etc. are the responsibility of the Awarded Vendor. Awarded Vendors must
provide education and guidance on use of the Master Agreement and Participating Addendums.
Lease Option (Optional): Participating Entities reserve the right to determine whether it will utilize
leasing options, if available from a selected OEM, during the Participating Addendum process. In
addition to providing the proposed categories for Data Communications and related services,
Offerors are encouraged to propose rental/financing options, including, but not limited to: lump
sum payment, installment sale, rental and the option to lease any Data Communications
hardware, supplies, and materials. The selected OEM will identify its rental/lease partner(s). Any
State that Issues a Participating Addendum may choose to work with a selected OEM lease
partner or obtain other financing or work with other leasing entities of the State’s choice. Lease
options are optional and are not factored into the evaluation process.
The resulting Master Agreement will be awarded with the understanding and agreement that it is
for the sole convenience of the Participating Entities. The Participating Entities reserve the right
to obtain like goods or services from other sources when necessary.
This RFP is designed to provide interested offerors with sufficient basic information to submit
proposals meeting minimum requirements, but is not intended to limit a proposal's content or
exclude any relevant or essential data. Proposals must be concise and as short as possible to
allow for efficient evaluation. Blanket marketing material and unnecessary elaborate brochures
or representations beyond what is sufficient to present a complete and effective proposals are not
acceptable.
Offerors may respond to all or any of the award categories. The product, award categories are
outlined in Attachment B – Scope of Work.
1.2 NASPO VALUEPOINT BACKGROUND INFORMATION
NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of
all 50 states, the District of Columbia and the territories of the United States. The Program is
facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the
National Association of State Procurement Officials (NASPO), doing business as NASPO
ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement
community through education, research, and communication. It is made up of the directors of the
central purchasing offices in each of the 50 states, the District of Columbia and the territories of
the United States. NASPO ValuePoint facilitates administration of the cooperative group
contracting consortium of state chief procurement officials for the benefit of state departments,
institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school
districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia,
and territories of the United States. For more information consult the following websites
www.naspovaluepoint.org and www.naspo.org.
1.3 PARTICIPATING STATES
In addition to the Lead State conducting this solicitation, the other Participating States that have
requested to be named in this RFP as potential users of the resulting Master Agreement are listed
SK18001: Data Communications Products & Services RFP – Page 6 of 25
below. Other entities may become Participating Entities after award of the Master
Agreement. Some States may have included special or unique Terms and Conditions for their state
that will govern their state Participating Addendum in Attachment I. These Terms and Conditions
are being provided as a courtesy to proposers to indicate which additional Terms and Conditions
may be incorporated into that state Participating Addendum after award of the Master
Agreement. Each State reserves the right to negotiate additional Terms and Conditions in its
Participating Addendums.
The Lead State will not address questions or concerns or negotiate other States’ terms and
conditions. The Participating States must negotiate these Terms and Conditions directly with the
supplier.
State Est. Volume
CALIFORNIA $62,000,000.00
COLORADO $1,477,664
FLORIDA $36,000,000
HAWAII $10,000,000
ILLINOIS N/A
LOUISIANA $15,000,000
MARYLAND $20,000,000
MICHIGAN $16,500,000
MONTANA $13,000,000
MINNESOTA $32,000,000
NEW JERSEY $15,000,000
OREGON $22,861,935
SOUTH DAKOTA $1,500,000.00
UTAH $91,642,561.61
WASHINGTON $45,929,528.78
Total Est. Volume $382,911,689.24
The information regarding estimated annual usage above has been provided by the individual
States and a minimum or maximum level of sales volume is not guaranteed or implied. This is
informational data only.
1.4 HISTORIC USAGE
The following information represents historic usage from the current master agreements. No
minimum or maximum level of sales volume are guaranteed or implied. This is informational data
only.
NASPO ValuePoint Contract Usage Summary
2014 2015 2016 2017 2018
Total Aggregated Spend
Across all States $272,426,398 $365,617,238 $426,497,493 $449,156,585
SK18001: Data Communications Products & Services RFP – Page 7 of 25
1.5. Lead State, Solicitation Number and Lead State Contract Administrator
The State of Utah, Division of Purchasing and General Services is the Lead State and
issuing office for this document and all subsequent addenda relating to it. The reference
number for the transaction is Solicitation # SK18001. This number must be referred to
on all proposals, correspondence, and documentation relating to the RFP.
The Lead State Contract Administrator identified below is the Single Point of Contact
during this procurement process. Offerors and interested persons shall direct to the Lead
State Contract Administrator all questions concerning the procurement process, technical
requirements of this RFP, contractual requirements, requests for brand approval,
changes, clarifications, and protests, the award process, and any other questions that
may arise related to this solicitation and the resulting Master Agreement. The Lead State
Contract Administrator designated by the State of Utah, Division of Purchasing and
General Services is:
Solomon Kingston, State Contract Analyst
State of Utah, Division of Purchasing and General Services
3150 State Office Building
Capitol Hill Complex
450 North State Street
Salt Lake City, UT 84114
skingston@utah.gov
801-538-3228
1.6 QUESTION AND ANSWER PERIOD
All questions MUST be submitted through JAGGAER (SciQuest)
(http://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=StateOfUtah) during the
designated time for questions (“Q&A period”) listed on Jaggaer. Questions submitted through any
other channel will not be answered. Questions may be answered in the order that they are
submitted or may be compiled into one document and answered via an addendum. Answers
disseminated by the State through the Jaggaer system shall serve as the official and binding
position of the State and will constitute an addendum to this RFP.
Questions, exceptions, or notification to the State of any ambiguity, inconsistency, excessively
restrictive requirement, or error in this RFP, MUST be submitted as a question through Jaggaer
during the Q&A period.
An answered question or addenda may modify the specification or requirements of this RFP.
Answered questions and addendums will be posted on Jaggaer. Offerors should periodically
check Jaggaer for answered questions and addendums before the closing date. It is the
responsibility of the Offerors to submit their proposal as required by this RFP, including any
requirements contained in an answered question and/or addendum(s).
Exceptions to scope/content of the RFP within an Offeror’s proposal that have not been
previously addressed within the Q&A period of the procurement are not allowed and may
result in the Offeror’s proposal being considered non-responsive.
SK18001: Data Communications Products & Services RFP – Page 8 of 25
1.7 RESERVED
1.8 ADDENDUMS
Offerors are encouraged to periodically check Jaggaer for posted questions, answers and
addendums. Offerors will not be notified by the Lead State or Jaggaer for each addendum issued
under the RFP.
Any modification to this procurement will be made by addendum issued by the Lead State.
Addendums to the RFP may be made for the purpose of making changes to: the scope of work,
the schedule, the qualification requirements, the criteria, the weighting, or other requirements of
the RFP.
After the due date and time for submitting a proposal to the RFP, at the discretion of the Lead
State, addenda to the RFP may be limited to the Offerors that have submitted proposals, provided
the addenda does not make a substantial change to the RFP that likely would have impacted the
number of Offerors responding to the original publication of the RFP, in the opinion of the Lead
State.
Authorized and properly issued addenda shall constitute the official and binding position of the
State.
Any response to the RFP which has as its basis any communications or information received from
sources other than the RFP or related addenda may be considered non-responsive and be
rejected at the sole discretion of the State.
1.9 RESTRICTIONS ON COMMUNICATIONS
From the issue date of the RFP until the contract award(s), Offerors are prohibited from
communications regarding the RFP with other Participating Entities EXCEPT the Lead State.
Failure to comply with this requirement may result in disqualification.
1.10 E-RATE - UNIVERSAL SERVICE FUND DISCOUNT
To the extent the services offered are subject to the E-rate discount program, all award Contract
Vendors must commit to participation in the Federal Communication Commission's E-rate
discount program established under authority of the Federal Telecommunications Commission
Act of 1996. Participation in, and implementation of, this program must be provided without the
addition of any service or administration fee by the Contract Vendor.
In order to participate in E-Rate Offerors must appear on the USAC website as those who have
a Service Provider Identification Number or “SPIN.”
E-rate applicants must deduct the value of ineligible components bundled with eligible services
unless those ineligible components qualify as “ancillary” to the eligible services under FCC rules.
This process is called “cost allocation”. Offeror must separate and illustrate the cost allocation for
each component and service in a bundled offering provided to E-rate eligible State entities
enabling each entity to properly apply for E-rate coverage of allowable services.
The Offeror shall not currently be subject to the Red Light Rule by the FCC, and will notify the
applicant if they are later placed on Red Light Status with the FCC.
The Offeror must be able to honor the applicant’s request for Service Provider Invoicing. Service
SK18001: Data Communications Products & Services RFP – Page 9 of 25
Provider Invoicing is a billing arrangement where the Offeror invoices the applicant for the
discounted portion of the products and services the applicant requests. The Offeror would invoice
USAC for the non-discounted portion of the applicant’s products and services as a
reimbursement.
1.11 DIVERSE BUSINESS PARTICIPATION
By submitting a proposal to this RFP, the Offeror acknowledges and agrees to provide diverse
business participation as outlined in this section and as requested by individual Participating
Entities. For information purposes to Participating Entities, please propose to document SK18001
Attachment D-Fulfillment Partner List spreadsheet, which state(s) your business intends to
provide local inclusion for these diverse business programs which may then be incorporated in a
resulting state’s Participating Addendum.
Diverse business participation means direct performance of commercially useful work. Examples
of this include, but are not limited to:
• Fulfillment Partner performing services directly to agency customers through a fulfillment
partner, distributor, installer type relationship.
• Subcontractors performing a portion of the work that is trackable, payment to the
subcontractor can be validated, and the vendor can report usage back to the agency and
scope of work performed.
Example of small and diverse businesses are defined as follows:
• Small Business: US Small Business Administration small business.
• Diverse Business (Minority, women, or veteran businesses): federal 8(a)/SDB, federal
WBE, federal veteran-owned, nationally certified under a corporate certification program
(National Supplier Development Council, Women’s Business Enterprise National Council,
or other diverse business certification your business recognizes), or certification
recognized by one of the participating states.
Many Participating Entities have their own state specific diverse business programs and
definitions.
The information provided in response to this section 1.11 will not be factored into an Offeror’s
qualifications or eligibility for a master agreement.
SECTION 2: SOLICITATION REQUIREMENTS, INFORMATION AND
INSTRUCTIONS TO OFFERORS
2.1 SUBMITTING YOUR PROPOSAL
By submitting a proposal to this RFP, the Offeror acknowledges and agrees that the requirements,
scope of work, and the evaluation process outlined in this RFP are understood, fair, equitable,
and are not unduly restrictive. Any exceptions to the content of this RFP must be addressed
within the Q&A period. The Offeror further acknowledges that it has read this RFP. More
information regarding submittal requirements are provided within the RFP documents.
All costs incurred by an Offeror in the preparation and submission of a proposal, including any
costs incurred during interviews, oral presentations, and/or product demonstrations are the
responsibility of the Offeror and will not be reimbursed.
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The cost proposal will be evaluated independently from the technical proposal, pursuant to Utah
Code Annotated (UCA) § 63G-6a Part 7, and as such, must be submitted separate from the
technical proposal. Separate, for the purposes of this solicitation, means that a separate
document is submitted with the labeling instructions provided in this RFP document. Failure to
submit cost or pricing data separately may result in your proposal being judged as non-responsive
and ineligible for contract award. For electronic submissions, submitting the cost schedule as a
separate document is considered separate.
Proposals must be received by the posted due date and time posted on Jaggaer
(“deadline”). Proposals received after the deadline will be late and ineligible for consideration.
Proposals shall be submitted electronically through Jaggaer. We will not accept proposals
submitted through any other means. For ease in distributing proposals for evaluation we must
have electronic copies received through Jaggaer only.
Electronic submission instructions: When submitting a proposal electronically through
Jaggaer, please allow sufficient time to complete the online forms and to upload proposal
documents. The RFP will end at the deadline. If an Offeror is in the middle of uploading a proposal
when the deadline arrives, the system will stop the upload process and the proposal will not be
accepted by Jaggaer, and the attempted submission will be considered late and ineligible for
consideration.
Electronic proposals may require uploading of electronic attachments. Jaggaer will accept a wide
variety of document types as attachments. However, the State is unable to view certain
documents. All documents must be uploaded in Jaggaer as separate files.
2.2 PROPOSAL FORMAT
Proposals should be concise, straightforward and prepared simply and economically. Expensive
displays, bindings, or promotional materials are neither desired nor required. However, there is
no intent in these instructions to limit a proposal’s content or exclude any relevant / essential data.
All Proposals must be submitted in the format outlined below. Offerors must title each document
utilizing the names listed below. Proposals must be submitted as separate, individual documents
pursuant to the titles listed below. The Jaggaer portal will outline where certain documents are to
be submitted within the portal. All other documents may be submitted within the Supplier
Attachments section of the Jaggaer portal.
If an Offeror submits a redacted version of a document it should clearly label the document as
redacted. Detailed information on submitting each of these documents is provided below.
A. Document: Mandatory Minimum Requirements
This document should constitute the Offeror’s point-by-point response to each item
described in section 4.1 the RFP.
Title this document upload – [Vendor Name] Mandatory Minimums Response
B. Document: OEM Evaluated Qualifications
This document should constitute the Offeror’s response Attachment B.1 An
Offeror’s response must be a specific point-by-point response, in the order listed,
to each requirement within Attachment B.1. This document should demonstrate
SK18001: Data Communications Products & Services RFP – Page 11 of 25
the Offeror's understanding of the desired overall performance expectations,
deliverables, if any, and outcomes. In any case wherein the Offeror cannot comply
with an evaluation criterion outlined in section 4.2, such inability must be stated in
response to the applicable requirement.
Title this document upload – [Vendor Name] Attachment B.1 Response
C. Document: Category Qualification Evaluation
These documents should constitute the Offeror’s response Attachment B.2 for
each category Offeror is seeking an award. An Offeror’s response must be a
specific point-by-point response, in the order listed, to each requirement within
Attachment B.2. A separate Attachment B.2 is required for each category Offeror
is seeking an award.
Title these document uploads – [Vendor Name] [Category #] Attachment B.2
Response
D. Document: Confidential, Protected or Proprietary Information &
Redacted Copy.
As provided in section 2.6, this document is to constitute Offeror’s redacted
proposal along with Attachment G.
If there is no protected / redacted information, provide a document with “None” in
the body.
Failure to comply with this Section and Section 2.6 of the RFP releases the Lead
State, NASPO ValuePoint, and Participating Entities from any obligation or liability
arising from the inadvertent release of Offeror information.
Title this document – [Vendor Name] Redacted Proposal
E. Document: Exceptions and/or Additions to the Standard Terms and
Conditions.
Proposed exceptions and/or additions to the Master Agreement Terms and
Conditions, including the exhibits, must be submitted in this section. Offeror must
provide all proposed exceptions and/or additions, including an Offeror’s terms and
conditions, license agreements, or service level agreements in Microsoft Word
format for redline editing. Offeror must also provide the name, contact information,
and access to the person(s) that will be directly involved in terms and conditions
negotiations.
If there are no exceptions or additions to the Master Agreement Terms and
Conditions, provide a document with “None” in the body.
Title this document – [Vendor Name] Exceptions Additions to T&Cs
F. Document: Cost Proposal.
The cost proposal (Attachment E) will be evaluated independently from the
technical proposal, pursuant to Utah Code Annotated (UCA) § 63G-6-707(5), and
as such, must be submitted separate from the technical proposal. Failure to submit
cost or pricing data separately may result in your proposal being judged as non-
SK18001: Data Communications Products & Services RFP – Page 12 of 25
responsive and ineligible for contract award. Offeror’s cost proposal must include
the items provided in section 5.3 of the RFP.
Cost will be evaluated independently from the Mandatory Minimum Requirements,
and the Technical responses. Inclusion of any cost or pricing data within the
Detailed Technical Proposal will result in the proposal being judged as non-
responsive for violation of UCA § 63G-6a-707(5).
Title this document – [Vendor Name] Attachment E Cost Proposal
G. Document: Fulfillment Partner List.
This document should constitute Offeror’s response to the Attachment D Partner
List as described in section 1.1.
Title this document – [vendor name] Attachment D Fulfillment Partner List
H. Document: Optional Lease Option Information
Offerors may submit, at their option, information pertaining to Lease Options. If a
participating entity is interested in lease options, then they may negotiate terms of
a lease option with a contractor or its fulfillment partner during the Participating
Addendum process.
If there are no lease options provide a document with “None” in the body.
Title this document – [Vendor Name] Lease Option Information
2.3 CONTRACT AWARD INTENT
It is anticipated that the RFP will result in multiple contract awards established by the following
multiple award methodology: all offerors that meet/exceed all solicitation minimum requirements
and the required evaluation score to be selected for award subject to successful terms and
conditions negotiations.
Participating entities may consider execution of Participating Addenda through informal
competitions, and Participating entities may base their “best value” selection of the offeror whose
qualifications best meet their needs after reviewing qualifications outlined in the offeror’s proposal
and considering other information in the solicitation process relevant to their determination of best
value (such as the proposals and evaluations).
The awarded Master Agreement(s) may be modified by the Lead State as a result of technological
upgrades for the procurement item(s). Any modification for upgraded technology must be
substantially within the scope of the original procurement or contract, and if both parties agree to
the modification, then the contract may be modified, but it may not be extended beyond the term
of the original awarded contract unless otherwise permitted by law.
2.4 LENGTH OF CONTRACT
The contracts resulting from this RFP will be for a period of five (5) years, with a an option for two
(2) additional renewal periods of one (1) year each. The State reserves the right to review the
contract resulting from this RFP on a regular basis regarding performance and cost and may
negotiate price/discount % off during the contract’s term.
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Offeror may offer maintenance / support agreements that extend beyond the resulting Master
Agreement term pursuant to Attachment A section 27.
2.4.A DISCUSSIONS
Discussions may be conducted with the Offerors who submit proposals determined to be
reasonably susceptible of being selected for award, followed by an opportunity to make best and
final offers pursuant to UCA § 63G-6a Part 7, but proposals may be accepted without discussions.
2.5 STANDARD CONTRACT TERMS AND CONDITIONS, EXCEPTIONS, AND
NEGOTIATIONS
Any contract resulting from this RFP will include the NASPO ValuePoint Master Agreement Terms
and Conditions (Master Agreement Terms and Conditions), Attachment A, including Exhibits to
Attachment A.
Exceptions and/or additions to the Master Agreement Terms and Conditions and other
requirements of this RFP are strongly discouraged. Any exception and/or addition regarding the
Master Agreement Terms and Conditions must be made in the Offeror’s proposal. The Lead
State will not consider proposed modifications and/or additions to the Master Agreement
Terms and Conditions after the deadline for proposals. Exceptions and/or additions regarding
the Master Agreement Terms and Conditions or other RFP provisions must contain the following:
1. The rationale for the specific requirement being unacceptable to the Offeror submitting
the exception and/or addition;
2. Recommended verbiage for the Lead State’s consideration that is consistent in
content, context, and form with the Master Agreement Terms and Conditions;
3. Explanation of how the Lead State’s acceptance of the recommended verbiage is fair
and equitable to both the Lead State, the Participating Entities, and to the Offeror
submitting the modification and/or exception.
Offerors may not submit requests for exceptions and/or additions by reference to an Offeror's
website or URL. URLs provided with a proposal may result in that proposal being rejected as non-
responsive. Offerors may submit questions during the Q&A period regarding the Master
Agreement Terms and Conditions.
The Lead State may refuse to negotiate exceptions and/or additions that are determined to be
excessive; that are inconsistent with similar contracts; and to warranties, insurance, or
indemnification provisions that are necessary to protect the procurement unit after consultation
with the Attorney General's Office or other applicable legal counsel.
For the RFP, the Lead State reserves the right to negotiate exceptions and/or additions to terms
and conditions in a manner resulting in expeditious resolutions. This process may include
beginning negotiations with the qualified Offeror having the least amount of exceptions and/or
additions and concluding with the Offeror submitting the greatest number of exceptions and/or
additions. Contracts may be executed and become effective as negotiations are completed;
however, all of the resulting Master Agreement(s) will terminate on the same date.
If negotiations are required, Offeror must provide all documents in Microsoft Word format for
redline editing. Offeror must also provide the name, contact information, and access to the
person(s) that will be directly involved in legal negotiations.
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An award resulting from the RFP is subject to successful contract terms and conditions
negotiation (if required). The Lead State, at its sole discretion, will determine when contract terms
and conditions negotiations become unproductive and will result in termination of award to that
Offeror.
2.6 PROTECTED INFORMATION
The Government Records Access and Management Act (GRAMA), UCA § 63G-2-305, provides
in part that:
the following records are protected if properly classified by a government entity:
(1) trade secrets as defined in Section 13-24-2, the Utah Uniform Trade Secrets Act, if the
person submitting the trade secret has provided the governmental entity with the
information specified in UCA § 63G-2-309 (Business Confidentiality Claims);
(2) commercial information or non-individual financial information obtained from a person
if:
(a) disclosure of the information could reasonably be expected to result in unfair
competitive injury to the person submitting the information or would impair the
ability of the governmental entity to obtain necessary information in the future;
(b) the person submitting the information has a greater interest in prohibiting
access than the public in obtaining access; and
(c) the person submitting the information has provided the governmental entity with
the information specified in UCA § 63G-2-309;
* * * * *
(6) records, the disclosure of which would impair governmental procurement proceedings
or give an unfair advantage to any person proposing to enter into a contract or agreement
with a governmental entity, except, subject to Subsections (1) and (2), that this Subsection
(6) does not restrict the right of a person to have access to, after the contract or grant has
been awarded and signed by all parties, ...
Pricing may not be classified as confidential or protected and will be considered public
information after award of the contract.
Process for Requesting Non-Disclosure: Any Offeror requesting that a record be protected
shall include with the proposal a Claim of Business Confidentiality. To protect information under
a Claim of Business Confidentiality, the Offeror must complete the Claim of Business
Confidentiality form with the following information:
1. Provide a written Claim of Business Confidentiality at the time the information
(proposal) is provided to the state, and
2. Include a concise statement of reasons supporting the claim of business confidentiality
(UCA § 63G-2-309(1)).
3. Submit an electronic “redacted” (excluding protected information) copy of the record.
The redacted copy must clearly be marked “Redacted Version.”
The Claim of Business Confidentiality Form is provided as Attachment G.
An entire proposal cannot be identified as “PROTECTED”, “CONFIDENTIAL” or
“PROPRIETARY”, and if so identified, shall be considered non-responsive unless the
Offeror removes the designation.
Redacted Copy: If an Offeror submits a proposal that contains information claimed to be
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business confidential or protected information, the Offeror must submit two separate proposals:
one redacted version for public release, with all protected business confidential information either
blacked-out or removed, clearly marked as "Redacted Version"; and one non-redacted version
for evaluation purposes, clearly marked as "Protected Business Confidential."
The Lead State and NASPO ValuePoint are not liable or responsible for the disclosure of any
confidential or proprietary information if the Offeror fails to follow the instructions of this section.
2.7 INTERVIEWS AND PRESENTATIONS
The evaluation committee does not intend to conduct interviews or presentations but we reserve
the right to do so if it is determined to be in the best interest of the Lead State. Interviews and
presentations may be held at the option of the Lead State. The Lead State shall establish a date
and time for the interviews or presentations and shall notify eligible Offerors of the procedures.
Offerors invited to interviews or presentations shall be limited to those Offerors meeting the
mandatory minimum requirements and mandatory minimum technical score threshold specified
in the RFP. Representations made by an Offeror during interviews or presentations shall become
an addendum to the Offeror's proposal and shall be documented. Representations must be
consistent with Offeror's original proposal and may only be used for purposes of clarifying or filling
in gaps in Offeror's proposal. Interviews and presentations will be at Offeror's expense.
2.8 RIGHT TO PUBLISH
Throughout the duration of this procurement and Master Agreement term, Offerors, OEM’s and their
Fulfillment Partners must secure from the Lead State prior approval for the release of any
information that pertains to the potential work or activities covered by this procurement or the Master
Agreement. The OEM must not make any representations of Utah’s or the ValuePoint
cooperative’s opinion or position as to the quality or effectiveness of the products and/or services
that are the subject of this Master Agreement without prior written consent of the Lead State. Failure
to adhere to this requirement may result in disqualification of the Offerors proposal or termination of
the Master Agreement for cause.
2.9 CHANGES IN REPRESENTATION
The Contracted Manufacturer must notify the Lead State of changes in the Contracted
Manufacturer’s Contract Administrator or Contract Usage Report Administrator, in advance and in
writing and upon approval by the Lead State. The Lead State reserves the right to require a change
in Contracted Supplier(s) representatives if the assigned representative(s) is not, in the opinion of
the Lead State, meeting the Terms and Conditions of the contract.
2.10 STATE SEAL USE
The Utah Great Seal Rule states, in section R622-2-3.Custody and Use, that “no facsimile or
reproduction of the Great Seal may be manufactured, used, displayed, or otherwise employed by
anyone without the written approval of the Lieutenant Governor."
Other Participating Entities have similar rules that must be adhered to by offerors or interested
parties.
2.11 USAGE REPORTING AND ADMINISTRATIVE FEE REQUIREMENT
Refer to Terms and Conditions for NASPO ValuePoint usage reporting and administrative fee
requirements. Some States may require additional usage reporting and administrative fee be
paid directly to the State only on purchases made by Purchasing Entities within that State. For
all such requests, the fee level, payment method and schedule for such reports and payments
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will be incorporated into the Participating Addendum that is made part of the Master Agreement.
The Contractor may adjust the Master Agreement pricing accordingly for purchases made by
Purchasing Entities within the jurisdiction of the State.
2.12 GLOSSARY
Authorized Representative: An individual with the authority to legally bind the Offeror to the
Terms and Conditions of the Master Agreement (s) established as a result of this RFP. This
individual must have the authority and ability to accurately reflect the ability of the Offeror to meet
the requirements detailed in this RFP.
Contract Administrator: A dedicated person with the authority and ability to manage compliance
with the scope and Terms and Conditions for this contract.
Contracted Supplier or Contractor or Contracted OEM Supplier: An Original Equipment
Manufacturer (OEM) of the offered Data Communications products that has been awarded a
Master Agreement as a result of this procurement.
Lead State: The State issuing the Request for Proposal, in this case, Utah.
Mandatory Minimum Requirements: Requirements that must be met in order to be considered
for further evaluation. Mandatory minimum requirements are non-negotiable. An offer that does
not meet the mandatory minimum requirements will be disqualified from further consideration.
Master Agreement: The underlying agreement executed by and between the Lead State, acting
on behalf of NASPO ValuePoint and the Contractor, as now or hereafter amended.
NASPO ValuePoint: Unified, nationally focused cooperative allegiance aggregating the demand
of all 50 states, the District of Columbia and the organized US territories, their political subdivisions
and other eligible entities, spurring best innovation and competition in the marketplace. See
http://www.naspovaluepoint.com/ for more information.
OEM: Original Equipment Manufacturer of the data communications products and services.
Participating Addendum: A Participating Addendum must be executed by any State that
decides to adopt a NASPO ValuePoint Master Agreement. A Participating Addendum must be
executed for each Contractor by the individual State desiring to use their contract. Additional
States may be added with the consent of the Contractor and the Lead State (on behalf of NASPO
ValuePoint) through execution of Participating Addendums. A Participating Addendum allows for
each Participating State to add Terms and Conditions that may be unique to their State.
The Participating State and the Contractor must negotiate and agree upon any additional Terms
and Conditions prior to the signing and execution of the Participating Addendum. States are not
mandated to sign a Participating Addendum with all awarded vendors.
Participating Entity: A state, or other legal entity, properly authorized to enter into a Participating
Addendum. See Attachment A.
Price Guarantee Period: One (1) Year.
Published Commercial Price List: Manufacturer’s Price list, also known as the list price.
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Purchasing Entity: A state (as well as the District of Columbia and U.S territories), city, county,
district, other political subdivision of a State, and a nonprofit organization under the laws of some
states if authorized by a Participating Addendum, that issues a Purchase Order against the Master
Agreement and becomes financially committed to the purchase.
Qualified Entity: An entity that is eligible to use the Master Agreement(s).
Usage Report Administrator: A person responsible for the quarterly sales reporting and
payments described in this RFP.
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SECTION 3: EVALUATION AND AWARD
3.1 PROPOSAL EVALUATION
All proposals in response to this RFP will be evaluated in a manner consistent with the Utah
Procurement Code, Administrative Rules, policies and the evaluation criteria in this RFP. Offerors
bear sole responsibility for the items included or not included within the submitted proposal. Each
area of the evaluation criteria must be addressed in detail in the proposal. Each product category
will be awarded separately. Offeror’s may respond to one or any of the product categories.
The Lead State reserves the right to very that Offeror’s proposal meets the required mandatory
minimums and technical requirements.
3.2 PROPOSAL EVALUATION PROCESS
Stage 1: Initial Review
In the initial phase of the evaluation process, the Lead State will review all proposals timely
received. The mandatory minimum requirements are provided in Section 4.1, and will scored on
a pass/fail basis. A “Fail” on any one criteria will result in a proposal being deemed non-
responsive. Failure to provide a response to each Mandatory requirement will result in
disqualification. These requirements are summarized below.
Mandatory Minimum Requirements RFP Section Pass/Fail
RFP Development 4.1.1 Pass/Fail
Evaluation of Proposals 4.1.2 Pass/Fail
Proposed Categories 4.1.3 Pass/Fail
Delivery 4.1.4 Pass/Fail
Credit Rating 4.1.5 Pass/Fail
OEMs Only 4.1.6 Pass/Fail
Non-responsive proposals not conforming to the RFP requirements or unable to meet the
mandatory minimum requirements will be eliminated from further consideration. Offerors that
meet all minimum requirements will move on to the Stage 2 evaluation.
Stage 2: OEM Evaluated Qualifications
Responsive proposals will be evaluated by an evaluation committee appointed by the Lead
State against the criteria described in Section 4.2 OEM Evaluated Qualifications.
The listed criteria in Section 4.2 are weighted as follows:
Evaluation Criteria RFP Section Points Possible
Company Profile and References 4.2.1 50.0
Ability to Supply NASPO ValuePoint Member States 4.2.2 50.0
Ability to Provide Technical Support to End Users 4.2.3 50.0
Qualifications and Technical Ability 4.2.4 25.0
Security 4.2.5 50.0
Environmental 4.2.6 25.0
Total Stage 2 Points 250.0 points
The evaluation committee will tally the final scores for the OEM Evaluated Qualifications criteria
to arrive at a consensus score by averaging the individual scores. Offerors that achieve the
minimum score threshold of 162.5 points within the Stage 2 evaluation will proceed to the
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Stage 3 Category Qualification Evaluation. Offeror’s who do not achieve the required minimum
score threshold will be disqualified and eliminated from further consideration.
Stage 3: Category Qualification Evaluation
Responsive proposals that meet the minimum score threshold from Stage 2 will then be evaluated
for responsiveness in each Category that Offeror is seeking an award in.
The listed criteria in Section 4.3 are weighted as follows:
Evaluation Criteria RFP Section Points Possible
Ability to meet Requirements of Selected Category 4.3.1 100.0
Consumption Models 4.3.2 25.0
Category Specific Security 4.3.3 50.0
Open Standards and Interoperability 4.3.4 50.0
Value Added Services 4.3.5 25.0
Total Stage 3 Points Per Category 250.0 points
The total possible points and the minimum score threshold that must be achieved for each
Category that Offeror is seeking an award in are as follows:
Award Categories Total Points Possible Stage 3: Minimum
Threshold
Unified Communications 250.0 175.0
Networking 250.0 175.0
Routers, Switches, Security, and
Storage Networking
250.0 175.0
Wireless 250.0 175.0
Facility Management, Monitoring,
and Control
250.0 175.0
The evaluation committee will tally the final scores for in each Category to arrive at a consensus
score by averaging the individual evaluator scores.
Proposals that achieve the minimum score threshold listed above for a given Award Category will
proceed to the Final Stage: Cost Proposal Evaluation. Offerors with a score of less than the
minimum required technical points (Minimum Threshold) will be deemed non-responsive and
ineligible for further consideration.
The evaluation score sheet has been attached to this RFP (Attachment F) for reference. This
provided scoresheet states the relative weight for each evaluation criteria.
Final Stage: Cost Proposal Evaluation
Offerors successful in the Stage 3 Product Qualification Evaluation will advance to the Final
Stage: Cost Proposal Evaluation. At this stage, the Lead State will then separate all responsive
proposals into the following groups:
• Group 1: those Offerors whose proposal qualifies for all Award Categories.
• Group 2: those Offerors whose proposal qualifies one or more Award Categories, but not
all Award Categories.
The Minimum Discount % off within Group 1 proposals will be compared against the Group 1
proposals. The Minimum Discount % off within Group 2 proposals will be compared against the
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Group 2 proposals.
Group 1 – Within Group 1, the Offeror with the highest proposed Average Minimum Discount %
off List for all Award Categories (See Attachment E) will receive 166.7 cost points. All other
Offerors within Group 1 will receive a percentage of the cost points possible based on the
percentage by which their proposed discount % is lower than the highest discount % in the given
category. The formula to compute cost points is: (Proposed Average Discount % / Highest
Average Minimum Discount %) * Total Cost Points Available.
Group 2 – Within Group 2, the Offeror with the highest proposed Minimum Discount % off List for
the given Award Category 166.7 cost points. All other Offerors within Group 2 will receive a
percentage of the cost points possible based on the percentage by which their proposed discount
% is lower than the highest discount % in the given category. The formula to compute cost points
is: (Proposed Minimum Discount % / Highest Minimum Discount %) * Total Cost Points
Available.
Refer to Section 5 below and Attachment E for additional information pertaining to the cost
evaluation.
3.3 AWARD OF MASTER AGREEMENT(S)
In order to be eligible for a contract award under this RFP a proposal must have a combined
total score, of OEM, technical points, and cost points meeting the minimum threshold for award
for the given Category as provided below:
Product Category Total Possible
Technical
Points*
Total
Possible
Cost Points
Grand Total
Possible
Points
Minimum
Threshold
for Award
Unified Communications 500.0 166.7 666.7 466.69
Networking 500.0 166.7 666.7 466.69
Routers, Switches, Security,
and Storage Networking
500.0 166.7 666.7 466.69
Wireless 500.0 166.7 666.7 466.69
Facility Management,
Monitoring, and Control
500.0 166.7 666.7 466.69
*Technical Points is a combination of Stage 2 and Stage 3 Technical Points.
All Offerors whose proposals meet or exceed this minimum threshold for award in a given
Category are determined to provide the best value. After final selections are made, the Lead State
will issue an intent-to-award announcement by letter to all responsive Offerors.
3.4 PROTEST PROCESS
Offerors are directed to Utah Code Part 16 and Utah Administrative Code Rule R16 available at
http://le.utah.gov/xcode/Title63G/Chapter6a/63G-6a-S1601.html and
http://www.rules.utah.gov/publicat/code/r033/r033-016.htm for available protest processes.
3.5 PUBLICIZING AWARD(S)
The Lead State shall, on the next business day after the award of a contract(s) is announced,
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make available to each Offeror and to the public a written justification statement that includes:
(a) the name of the offeror to which the contract is awarded and the total score
awarded by the evaluation committee to that offeror;
(b) the justification statement under UCA § 63G-6a-708, including any required cost-
benefit analysis; and
(c) the total score awarded by the evaluation committee to each offeror to which the
contract is not awarded, without identifying which offeror received which score.
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SECTION 4: ADMINISTRATIVE AND TECHNICAL RESPONSE
REQUIREMENTS
4.1 Mandatory Minimum Requirements
This section contains mandatory minimum requirements that must be met in order for an offer to
be considered responsive.
Failure to meet any one of the mandatory requirements/qualifications will result in the proposal
being rejected pursuant to UCA § 63G-6a-704 and the proposal will not move forward in the
evaluation process. All of the items described in this section are non-negotiable. A rejection of a
proposal due to a proposal not meeting mandatory minimum requirements can occur at any
time that the non-compliance is discovered.
4.1.1 RFP Development. Did your company, an employee, agent, or representative of your
company, or any affiliated entity participate in developing any component of this solicitation?
For purposes of this question, business concerns, organizations, or individuals are affiliates of
each other if, directly or indirectly: (1) either one controls or has power to control the other or (2)
a third party controls or has the power to control both. Indicia of control include, but are not
limited to, interlocking management or ownership, identity of interests among family members,
shared facilities or equipment, and common use of employees. A response of other than “no” is
subject to disqualification.
4.1.2 Evaluation of Proposals. Will your company, or an employee, agent, or representative of
your company, participate in the evaluation of the proposals received in response to this RFP?
A response of other than “no” is subject to disqualification.
4.1.3 Proposed Categories. Identify all categories your firm is seeking an award in from the
following:
1. Unified Communications
2. Networking
3. Routers, Switches, Security, and Storage Networking
4. Wireless
5. Facility Management, Monitoring, and Control
4.1.4 Delivery. The extended prices are the delivered price to any Purchasing Entity. The
extended price must reflect the minimum discount % off list price, as well as the price to deliver
the item/services to the Purchasing Entity. See Attachment A section 14 for the required
shipping and delivery. Offeror shall affirm its’ acknowledgement of this requirement.
4.1.5 Credit Rating. Vendor must meet a minimum Dun and Bradstreet (D&B) credit rating of
3A2 or better, or a recognized equivalent rating. Please provide the Respondent’s D&B Number
and the composite credit rating. The State reserves the right to verify this information. If a
branch or wholly owned subsidiary is bidding on this RFP, please provide the D&B Number and
score for the parent company that will be financially responsible for performance of the
agreement.
4.1.6 OEMs Only. Master Agreements will only be established with qualified Original
Equipment Manufacturers (OEM’s) resulting from this Data Communication’s Products and
Services RFP. Offeror must affirm its acknowledgement of this requirement, and that it is the
OEM of all proposed solutions, hardware, services, etc. within its proposal.
SK18001: Data Communications Products & Services RFP – Page 23 of 25
4.2 OEM EVALUATED QUALIFICATIONS
Offeror’s who meet all mandatory minimum requirements outlined above will then be evaluated
on the qualifications detailed in Attachment B.1.
4.2.1 Company Profile and References
4.2.2 Ability to Supply NASPO ValuePoint Member States
4.2.3 Ability to Provide Technical Support to End Users
4.2.4 Qualifications and Technical Ability
4.2.5 Security
4.2.6 Environmental
All Offerors are required to complete and submit a point by point response to the items detailed
in Attachment B.1, in the format provided in Attachment B.1.
4.3 CATEGORY QUALIFICATIONS
Offerors who meet all mandatory minimum requirements from section 4.1, and the required score
thresholds for the criteria outlined in section 4.2, will then be evaluated on the following items for
EACH category Offeror is seeking an award. Non-responsive proposals not conforming to RFP
or unable to meet the Stage 2 required thresholds will be disqualified and eliminated from further
consideration. All Offerors are required to complete and submit a point by point response to the
following items detailed in Attachment B.2 for each category Offeror is seeking an award (i.e.,
if Offeror is seeking qualification in Categories 1.1 and 1.2, then Offeror must complete
Attachment B.2 twice, once for each category Offeror is seeking an award):
4.3.1 Ability to meet Scope/Service Requirements of Selected Category
4.3.2 Consumption Models
4.3.3 Category Specific Security
4.3.4 Open Standards and Interoperability
4.3.5 Value Added Services
SK18001: Data Communications Products & Services RFP – Page 24 of 25
SECTION 5: COST INFORMATION AND COST PROPOSAL
5.1 PRICE GUARANTEE PERIOD
All pricing must be guaranteed as provided within Attachment A section 11. Price increases or
decreases during the contract term will be resolved pursuant to Attachment A section 11.
5.2 PRODUCT LINE ADDITIONS AND FULFILLMENT PARTNER UPDATES
During the term of the contract, Data Communications Providers may submit a request to update
the awarded items (within the scope listed in Attachment B) as new technology is introduced,
updated or removed from the market. The Master Agreement Administrator will evaluate requests
and update the contract offering as appropriate. The Data Communications Service Provider shall
update the dedicated website, price lists, and catalogs to reflect approved changes. Pricing must
utilize the same pricing structure as was used for services falling into the same service category.
The process for adding or removing a fulfillment partner at the State level may be negotiated and
described in the Participating Addendum. Each participating State may determine, negotiate with
the contractor, and describe the process in the Participating Addendum. Contractors shall follow
the process described in the Participating Addendum for each State when adding or removing a
fulfillment partner per State.
5.3 COST PROPOSAL
Given that technology products generally depreciate over time and go through typical product
lifecycles, it is more favorable for Purchasing Entities to have the Master Agreement be based on
minimum discounts off the Offeror’s’ commercially published pricelists versus fixed pricing.
(Orders, however, will be fixed-price or fixed-rate and not cost reimbursable contracts.) In
addition, Offerors will have the ability to update and refresh their respective price catalog, as long
as the agreed-upon discounts are fixed, subject to prior approval by the Lead State.
Offeror must identify its offered Minimum Discount % off List within Attachment E.
The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the
list prices may fluctuate through the life of the contract, as provided herein this Section 5. Offeror
may offer increased discounts upon achievement of contract volume milestones. Minimum
guaranteed contract discounts do not preclude an Offeror and/or its authorized resellers from
providing deeper or additional, incremental discounts at their sole discretion. Purchasing entities
shall benefit from any promotional pricing offered by the Contractor to similar customers.
Promotional pricing shall not be cause for a permanent price change.
An Offeror’s price catalog should be clear and readable. All firms awarded a particular Category
will be awarded their entire product line within the scope of the product category. Participating
Entities, in reviewing an Offeror’s Master Agreement, will take into account the discount offered
by the Offeror along with the transparent, publicly available, up-to-date pricing and tools that will
allow customers to evaluate their pricing.
Individual Participating Addendums may use a vendor’s proposed minimum discount percentage
off (Attachment E), and offered catalog, as a base and may elect to negotiate an adjusted (i.e.,
greater) minimum discount percentage off.
Value Added Services. Some Participating Entities may desire to use an Offeror for other related
application modifications to optimize or deploy hardware and service applications. Responses to
the RFP must include hourly rates by job specialty for use by Participating Entities for these types
SK18001: Data Communications Products & Services RFP – Page 25 of 25
of database/application administration, systems engineering & configuration services and
consulting throughout the contract period. The hourly rates should be a fully burdened rate that
includes labor, overhead, and any other costs related to the service. The specific rate (within a
range) charged for each proposed contracted service would be the lowest rate shown unless
justified in writing and approved by the Lead State. Any of these valued-added services must be
included in your cost proposal, e.g., by an hourly rate.
Attachment A: Page 1 of 27
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following
documents:
(1) A Participating Entity’s Participating Addendum (“PA”);
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) A Purchase Order issued against the Master Agreement, including a Service Level
Agreement;
(4) The Solicitation; and
(5) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by
the Lead State.
b. 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.
2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms
will have the meanings given to those terms in this Section.
Acceptance is defined by the applicable commercial code, except Acceptance shall not
occur before the completion of delivery in accordance with the Order, installation if
required, and a reasonable time for inspection of the Product.
Contractor means the person or entity delivering Products or performing services under
the terms and conditions set forth in this Master Agreement.
Data means all information, whether in oral or written (including electronic) form,
created by or in any way originating with a Participating Entity or Purchasing Entity, and
all information that is the output of any computer processing, or other electronic
manipulation, of any information that was created by or in any way originating with a
Participating Entity or Purchasing Entity, in the course of using and configuring the
Services provided under this Agreement.
Data Breach means any actual or reasonably suspected non-authorized access to or
acquisition of computerized Non-Public Data or Personal Data that compromises the
security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the
Attachment A: Page 2 of 27
ability of Purchasing Entity to access the Non-Public Data or Personal Data.
Disabling Code means computer instructions or programs, subroutines, code,
instructions, data or functions, (including but not limited to viruses, worms, date bombs
or time bombs), including but not limited to other programs, data storage, computer
libraries and programs that self-replicate without manual intervention, instructions
programmed to activate at a predetermined time or upon a specified event, and/or
programs purporting to do a meaningful function but designed for a different function,
that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the
Purchasing Entity’s’ software, applications and/or its end users processing environment,
the system in which it resides, or any other software or data on such system or any
other system with which it is capable of communicating.
Embedded Software means one or more software applications which permanently
reside on a computing device.
Fulfillment Partner 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 Services under this Master
Agreement and billing Customers directly for such Services. Contractor may, upon
written 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.
Intellectual Property means any and all patents, copyrights, service marks,
trademarks, trade secrets, trade names, patentable inventions, or other similar
proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead
State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or
hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing
business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary
organization the National Association of State Procurement Officials (NASPO), the sole
member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials
for the benefit of state departments, institutions, agencies, and political subdivisions and
other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the Master Agreement as the recipient of
reports and may perform contract administration functions relating to collecting and
Attachment A: Page 3 of 27
receiving reports as well as other contract administration functions as assigned by the
Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other
document used by a Purchasing 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 to enter
into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of
the United States that is listed in the Request for Proposal as intending to participate.
Upon execution of the Participating Addendum, a Participating State becomes a
Participating Entity; however, a Participating State listed in the Request for Proposal is
not required to participate through execution of a Participating Addendum.
Personal Data means data alone or in combination that includes information relating to
an individual that identifies the individual by name, identifying number, mark or
description can be readily associated with a particular individual and which is not a
public record. Personal Information may include the following personally identifiable
information (PII): government-issued identification numbers (e.g., Social Security,
driver’s license, passport); financial account information, including account number,
credit or debit card numbers; or Protected Health Information (PHI) relating to a person.
Product means any equipment, software (including embedded software),
documentation, service or other deliverable supplied or created by the Contractor
pursuant to this Master Agreement. The term Products, supplies and services, and
products and services are used interchangeably in these terms and conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S
territories), city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum,
that issues a Purchase Order against the Master Agreement and becomes financially
committed to the purchase.
Services mean any of the specifications described in the Scope of Services that are
supplied or created by the Contractor pursuant to this Master Agreement.
Security Incident means the possible or actual unauthorized access to a Purchasing
Entity’s Non-Public Data and Personal Data the Contractor believes could reasonably
result in the use, disclosure or theft of a Purchasing Entity’s Non-Public Data within the
possession or control of the Contractor. A Security Incident also includes a major
Attachment A: Page 4 of 27
security breach to the Contractor’s system, regardless if Contractor is aware of
unauthorized access to a Purchasing Entity’s Non-Public Data. A Security Incident may
or may not turn into a Data Breach.
Service Level Agreement (SLA) means a written agreement between both the
Purchasing Entity and the Contractor that is subject to the terms and conditions in this
Master Agreement and relevant Participating Addendum unless otherwise expressly
agreed in writing between the Purchasing Entity and the Contractor. SLAs should
include: (1) the technical service level performance promises, (i.e. metrics for
performance and intervals for measure), (2) description of service quality, (3)
identification of roles and responsibilities, (4) remedies, such as credits, and (5) an
explanation of how remedies or credits are calculated and issued.
Solicitation means the documents used by the State of Utah, as the Lead State, to
obtain Contractor’s Proposal.
Statement of Work means a written statement in a solicitation document or contract
that describes the Purchasing Entity’s service needs and expectations.
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement
may be extended beyond the original contract period for two (2) additional years at the
Lead State’s discretion and by mutual agreement and upon review of requirements of
Participating Entities, current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time, not to
exceed six months, if in the judgment of the Lead State a follow-on, competitive
procurement will be unavoidably delayed (despite good faith efforts) beyond the
planned date of execution of the follow-on master agreement. This subsection shall not
be deemed to limit the authority of a Lead State under its state law otherwise to
negotiate contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written agreement
of the Lead State and Contractor.
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any
Order by a Participating Entity (and other Purchasing Entities covered by their
Participating Addendum), except to the extent altered, modified, supplemented or
Attachment A: Page 5 of 27
amended by a Participating Addendum. By way of illustration and not limitation, this
authority may apply to unique delivery and invoicing requirements, confidentiality
requirements, defaults on Orders, governing law and venue relating to Orders by a
Participating Entity, indemnification, and insurance requirements. Statutory or
constitutional requirements relating to availability of funds may require specific language
in some Participating Addenda in order to comply with applicable law. The expectation
is that these alterations, modifications, supplements, or amendments will be addressed
in the Participating Addendum or, with the consent of the Purchasing Entity and
Contractor, may be included in the ordering document (e.g. purchase order or contract)
used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state
agencies, political subdivisions and other Participating 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.
c. Obligations under this Master Agreement are limited to those Participating Entities
who have signed a Participating Addendum and Purchasing Entities within the scope of
those Participating Addenda. States or other entities permitted to participate may use
an informal competitive process to determine which Master Agreements to participate in
through execution of a Participating Addendum. Financial obligations of Participating
Entities who are states are limited to the orders placed by the departments or other
state agencies and institutions having available funds. Participating Entities who are
states incur no financial obligations on behalf of other Purchasing Entities. Contractor
shall email a fully executed PDF copy of each Participating Addendum to
PA@naspovaluepoint.org to support documentation of participation and posting in
appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO
ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative
purchasing organization assisting states in administering the NASPO cooperative
purchasing program for state government departments, institutions, agencies and
political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50
states, the District of Columbia and the territories of the United States.
e. Participating Addenda shall not be construed to amend the following provisions in
this Master Agreement between the Lead State and Contractor that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance
Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate
Guarantee Period; and Individual Customers. Any such language shall be void and of
no effect.
Attachment A: Page 6 of 27
f. Participating Entities who are not states may under some circumstances sign their
own Participating Addendum, subject to the consent to participation by the Chief
Procurement Official of the state where the Participating Entity is located. Coordinate
requests for such participation through NASPO ValuePoint. Any permission to
participate through execution of a Participating Addendum is not a determination that
procurement authority exists in the Participating Entity; they must ensure that they have
the requisite procurement authority to execute a Participating Addendum.
g. Resale. “Resale” means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions
included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as
explicitly permitted in a Participating Addendum, Purchasing Entities may not resell
Products (the definition of which includes services that are deliverables). Absent any
such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products; sales of Products to the general public
as surplus property; and fees associated with inventory transactions with other
governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and
regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO
ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later
than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint
Administrative Fee shall be submitted quarterly and is based on all sales of products
and services under the Master Agreement (less any charges for taxes or shipping). The
NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as
part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state
only on purchases made by Purchasing Entities within that state. For all such requests,
the fee level, payment method and schedule for such reports and payments will be
incorporated into the Participating Addendum that is made a part of the Master
Agreement. The Contractor may adjust the Master Agreement pricing accordingly for
purchases made by Purchasing Entities within the jurisdiction of the state. All such
agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or
the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting
the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be
based on the gross amount of all sales (less any charges for taxes or shipping) at the
adjusted prices (if any) in Participating Addenda.
7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
Attachment A: Page 7 of 27
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under
this Master Agreement shall be reported as cumulative totals by state. Even if
Contractor experiences zero sales during a calendar quarter, a report is still required.
Reports shall be due no later than thirty (30) days following the end of the calendar
quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and
NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after
the end of the reporting period. Reports shall be delivered to the Lead State and to the
NASPO ValuePoint Cooperative Development Team electronically through a
designated portal, email, CD-ROM, flash drive or other method as determined by the
Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales
information for all sales under Participating Addenda executed under this Master
Agreement. The format for the detailed sales data report is in shown in Attachment H.
c. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and
the Participating Addendum. Report data for employees should be limited to ONLY the
state and entity they are participating under the authority of (state and agency, city,
county, school district, etc.) and the amount of sales. No personal identification
numbers, e.g. names, addresses, social security numbers or any other numerical
identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development
Coordinator with an executive summary each quarter that includes, at a minimum, a list
of states with an active Participating Addendum, states that Contractor is in negotiations
with and any Participating Addendum roll out or implementation activities and issues.
NASPO ValuePoint Cooperative Development Coordinator and Contractor will
determine the format and content of the executive summary. The executive summary is
due thirty (30) days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master
Agreement. The recipient of the reports shall have exclusive ownership of the media
containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual,
irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
Attachment A: Page 8 of 27
8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.
Contractor agrees to present plans to NASPO ValuePoint for the education of
Contractor’s contract administrator(s) and sales/marketing workforce regarding the
Master Agreement contract, including the competitive nature of NASPO ValuePoint
procurements, the Master agreement and participating addendum process, and the
manner in which qualifying entities can participate in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by
ValuePoint personnel to provide plans to launch the program within the participating
state. Plans will include time frames to launch the agreement and confirmation that the
Contractor’s website has been updated to properly reflect the contract offer as available
in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating
Addendum, to consider customer proposed terms and conditions, as deemed important
to the customer, for possible inclusion into the customer agreement. Contractor will
ensure that their sales force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a
location selected by the Lead State and NASPO ValuePoint, which may include a
discussion of marketing action plans, target strategies, marketing materials, as well as
Contractor reporting and timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a logo use agreement is executed with NASPO
ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the
annual performance review. Lead State may, in its discretion, terminate the Master
Agreement pursuant to section 28, or not exercise an option to renew, when Contractor
utilization does not warrant further administration of the Master Agreement. The Lead
State may exercise its right to not renew the Master Agreement if vendor fails to record
or report revenue for three consecutive quarters, upon 60-calendar day written notice to
the Contractor. Termination based on nonuse or under-utilization will not occur sooner
than two years after award (or execution if later) of the Master Agreement. This
subsection does not limit the discretionary right of either the Lead State or Contractor to
terminate the Master Agreement pursuant to section 28 or to terminate for default
pursuant to section 30.
g. Contractor agrees, within 30 days of their effective date, to notify the Lead State and
NASPO ValuePoint of any contractual most-favored-customer provisions in third-part
contracts or agreements that may affect the promotion of this Master Agreements or
whose terms provide for adjustments to future rates or pricing based on rates, pricing in,
Attachment A: Page 9 of 27
or Orders from this master agreement. Upon request of the Lead State or NASPO
ValuePoint, Contractor shall provide a copy of any such provisions.
9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest,
Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic
catalog hosting and management services to enable eligible NASPO ValuePoint’s
customers to access a central online website to view and/or shop the goods and
services available from existing NASPO ValuePoint Cooperative Contracts. The central
online website is referred to as the NASPO ValuePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering
Instructions. These Ordering Instructions are available at no cost to the Contractor and
provide customers information regarding the Contractors website and ordering
information. The Contractor is required at a minimum to participate in the eMarket
Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint
eMarket Center Site Admin shall provide a written request to the Contractor to begin
Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of
written request to work with NASPO ValuePoint to provide any unique information and
ordering instructions that the Contractor would like the customer to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site
with eMarket Center, or either solution is proposed by a Contractor and accepted by the
Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint
Master Agreement Terms and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead
State prior approval for the release of information that pertains to the potential work or
activities covered by the Master Agreement. This limitation does not preclude publication
about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan. The Contractor shall not make any
representations of NASPO ValuePoint’s opinion or position as to the quality or
effectiveness of the services that are the subject of this Master Agreement without prior
written consent. Failure to adhere to this requirement may result in termination of the
Master Agreement for cause.
11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.
Following the guarantee period, any request for price increases must be for an equal
guarantee period (1 year), and must be submitted to the Lead State at least thirty (30)
calendar days prior to the effective date. The Lead State will review a documented
request for an MSRP price list increase only after the Price Guarantee Period.
Attachment A: Page 10 of 27
Requests for price increases must include sufficient documentation supporting the
request and demonstrating a reasonableness of the adjustment when comparing the
current price list to the proposed price list. Documentation may include: the
manufacturers national price increase announcement letter, a complete and detailed
description of what products are increasing and by what percentage, a complete and
detailed description of what raw materials and/or other costs have increased and
provide proof of increase, index data and other information to support and justify the
increase. The price increase must not produce a higher profit margin than the original
contract, and must be accompanied by sufficient documentation and nationwide notice
of price adjustment to the published commercial price list.
No retroactive price increases will be allowed.
Price Reductions. In the event of a price decrease in any category of product at any
time during the contract in an OEM’s published commercial price list, including renewal
options, the Lead State shall be notified immediately. All published commercial price list
price reductions shall be effective upon the notification provided to the Lead State.
12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing 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 right to recover any costs as such right is defined in the Master
Agreement and applicable Participating Addendum for their purchases. Each
Purchasing Entity will be responsible for its own charges, fees, and liabilities. The
Contractor will apply the charges and invoice each Purchasing Entity individually.
Administration of Orders
13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements and informally
compete the requirement among companies having a Master Agreement on an “as
needed” basis. This procedure may also be used when requirements are aggregated or
other firm commitments may be made to achieve reductions in pricing. This procedure
may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules
and policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may
select the quote that it considers most advantageous, cost and other factors considered.
Attachment A: Page 11 of 27
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing
procedure and documentation. Contractor is expected to become familiar with the
Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the
term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity
representative;
(5) The price per hour or other pricing elements consistent with this Master
Agreement and the contractor’s proposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished
solely to the authorized purchasing agent within the Purchasing Entity’s purchasing
office, or to such other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination
date thereof, but may have a delivery date or performance period up to 120 days past
the then-current termination date of this Master Agreement. Maintenance agreements
may have terms as prescribed in section 27. Contractor is reminded that financial
obligations of Purchasing Entities payable after the current applicable fiscal year are
contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor
agrees to perform in accordance with the terms of any Orders then outstanding at the
time of such expiration or termination. Contractor shall not honor any Orders placed
after the expiration or termination of this Master Agreement, or otherwise inconsistent
with its terms. Orders from any separate indefinite quantity, task orders, or other form of
indefinite delivery order arrangement priced against this Master Agreement may not be
placed after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be
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F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by
the Contractor. Responsibility and liability for loss or damage shall remain the
Contractor’s until final inspection and acceptance when responsibility shall pass to the
Purchasing Entity except as to latent defects, fraud and Contractor’s warranty
obligations. The minimum shipment amount, if any, will be found in the special terms
and conditions. Any order for less than the specified amount is to be shipped with the
freight prepaid and added as a separate item on the invoice. Any portion of an Order to
be shipped without transportation charges that is back ordered shall be shipped without
charge.
b. All deliveries will be “Inside Deliveries” as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If
damage does occur, it is the responsibility of the Contractor to immediately notify the
Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity,
item code number and the Purchasing Entity’s Purchase Order number.
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal
and State laws and regulations.
16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for
inspection and Acceptance, this section governs. This section is not intended to limit
rights and remedies under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity,
at reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance requirements under this Master Agreement. Products that do not
meet specifications may be rejected. Failure to reject upon receipt, however, does not
relieve the contractor of liability for material (nonconformity that substantial impairs
value) latent or hidden defects subsequently revealed when goods are put to use.
Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Product
rejected and returned, or for which Acceptance is revoked.
Attachment A: Page 13 of 27
c. If any services do not conform to contract requirements, the Purchasing Entity may
require the Contractor to perform the services again in conformity with contract
requirements, at no increase in Order amount. When defects cannot be corrected by
re-performance, the Purchasing Entity may require the Contractor to take necessary
action to ensure that future performance conforms to contract requirements; and reduce
the contract price to reflect the reduced value of services performed.
d. The warranty period shall begin upon Acceptance.
e.
17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire
order is delivered or the date a correct invoice is received, whichever is later. After 45
days the Contractor may assess overdue account charges up to a maximum rate of one
percent per month on the outstanding balance, unless a different late payment amount
is specified in a Participating Addendum, Order, or otherwise prescribed by applicable
law. Payments will be remitted by mail. Payments may be made via a State or political
subdivision “Purchasing Card” with no additional charge.
18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute
the Master Agreement; otherwise this section governs. The Contractor warrants for a
period of one year from the date of Acceptance that: (a) the Product performs according
to all specific claims that the Contractor made in its response to the solicitation, (b) the
Product is suitable for the ordinary purposes for which such Product is used, (c) the
Product is suitable for any special purposes identified in the solicitation or for which the
Purchasing Entity has relied on the Contractor’s skill or judgment, (d) the Product is
designed and manufactured in a commercially reasonable manner, and (e) the Product
is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at
no charge to the Purchasing Entity) the Product whose nonconformance is discovered
and made known to the Contractor. If the repaired and/or replaced Product proves to
be inadequate, or fails of its essential purpose, the Contractor will refund the full amount
of any payments that have been made. The rights and remedies of the parties under
this warranty are in addition to any other rights and remedies of the parties provided by
law or equity, including, without limitation, actual damages, and, as applicable and
awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.
19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing
Entity title to the Product free and clear of all liens, encumbrances, or other security
interests. Transfer of title to the Product shall include an irrevocable and perpetual
license to use any Embedded Software in the Product. If Purchasing Entity
subsequently transfers title of the Product to another entity, Purchasing Entity shall have
the right to transfer the license to use the Embedded Software with the transfer of
Product title. A subsequent transfer of this software license shall be at no additional
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cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.
20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free,
irrevocable, license to use, publish, translate, reproduce for Purchasing Entity’s own
use, transfer with any sale of tangible media or Product, perform, display, and dispose
of the Intellectual Property, and its derivatives, used or delivered under this Master
Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor
shall be responsible for ensuring that this license is consistent with any third party rights
in the Pre-existing Intellectual Property.
21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that
the Lead State and NASPO ValuePoint makes no representation, warranty or condition
as to the nature, timing, quality, quantity or volume of business for the Services or any
other products and services that the Contractor may realize from this Master
Agreement, or the compensation that may be earned by the Contractor by offering the
Services. The Contractor acknowledges and agrees that it has conducted its own due
diligence prior to entering into this Master Agreement as to all the foregoing matters.
22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data
provided by it and any Data derived therefrom, including metadata.
Contractor shall not collect, access, or use user-specific Purchasing Entity Data except
as strictly necessary to provide Service to the Purchasing Entity. No information
regarding Purchasing Entity’s use of the Service may be disclosed, provided, rented or
sold to any third party for any reason unless required by law or regulation or by an order
of a court of competent jurisdiction. The obligation shall extend beyond the term of this
Master Agreement in perpetuity.
Contractor shall not use any information collected in connection with this Master
Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its
obligations under this Master Agreement.
23. System Failure or Damage: In the event of system failure or damage caused by
Contractor or its Services, the Contractor agrees to use its best efforts to restore or
assist in restoring the system to operational capacity.
24. Title to Product: If access to the Product requires an application program interface
(API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license
to use the API.
25. Data Privacy: The Contractor must comply with all applicable laws related to data
privacy and security, including IRS Pub 1075. Prior to entering into a SLA with a
Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a
meeting to determine the Data Categorization to determine what data the Contractor will
hold, store, or process. The Contractor must document the Data Categorization in the
SLA or Statement of Work.
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26. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all
Services to be delivered under this Master Agreement, including without limitation any
successor service provider to whom a Purchasing Entity’s Data is transferred in
connection with the termination or expiration of this Master Agreement. The Contractor
shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity’s Data,
in a format usable without the use of the Services and as agreed by a Purchasing
Entity, at no additional cost to the Purchasing Entity. Any transition services requested
by a Purchasing Entity involving additional knowledge transfer and support may be
subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition
Plan Document identifying the transition services to be provided and including a
Statement of Work if applicable.
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity’s
Data during the transition services and thereafter as required by the Purchasing Entity.
27. Performance and Payment Time Frames that Exceed Contract Duration: All
maintenance or other agreements for services entered into during the duration of an
SLA and whose performance and payment time frames extend beyond the duration of
this Master Agreement shall remain in effect for performance and payment purposes
(limited to the time frame and services established per each written agreement). No new
leases, maintenance or other agreements for services may be executed after the
Master Agreement has expired. For the purposes of this section, renewals of
maintenance, subscriptions, and other service agreements, shall not be considered as
“new.”
General Provisions
28. Insurance
a. Unless otherwise agreed in a Participating Addendum, 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 each Participating Entity’s state and having a
rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s
Insurance Reports. Failure to buy and maintain the required insurance may result in
this Master Agreement’s termination or, at a Participating Entity’s option, result in
termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits
shall be as indicated below:
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(1) Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage, with
a limit of not less than $1 million per occurrence/$3 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide
notice to a Participating Entity who is a state within five (5) business days after
Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is
first aware that cancellation is threatened or expiration, nonrenewal or expiration
otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor’s general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names the Participating
States identified in the Request for Proposal as additional insureds, (2) provides that
written notice of cancellation shall be delivered in accordance with the policy provisions,
and (3) provides that the Contractor’s liability insurance policy shall be primary, with any
liability insurance of any Participating State as secondary and noncontributory. Unless
otherwise agreed in any Participating Addendum, other state Participating Entities’
rights and Contractor’s obligations are the same as those specified in the first sentence
of this subsection except the endorsement is provided to the applicable state.
e. Contractor shall furnish to the Lead State copies of certificates of all required
insurance in a form sufficient to show required coverage within thirty (30) calendar days
of the execution of this Master Agreement and prior to performing any work. Copies of
renewal certificates of all required insurance shall be furnished within thirty (30) days
after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating
Entity, result in this Master Agreement’s termination or the termination of any
Participating Addendum.
f. Coverage and limits shall not limit Contractor’s liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order.
29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities under it
to the extent and in such detail as shall adequately reflect performance and
administration of payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General), and any other duly authorized
agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master
Attachment A: Page 17 of 27
Agreement or orders placed by a Purchasing Entity under it for the purpose of making
audits, examinations, excerpts, and transcriptions. This right shall survive for a period
of six (6) years following termination of this Agreement or final payment for any order
placed by a Purchasing Entity against this Agreement, whichever is later, or such longer
period as is required by the Purchasing Entity’s state statutes, to assure compliance
with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing
Entity for any overpayments inconsistent with the terms of the Master Agreement or
Orders or underpayment of Administrative Fees found as a result of the examination of
the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement requiring the Contractor to self-audit contract obligations and
that permits the Lead State to review compliance with those obligations.
30. Confidentiality, Non-Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or
acquire information that is confidential to Purchasing Entity or Purchasing Entity’s
clients. Any and all information of any form that is marked as confidential or would by
its nature be deemed confidential obtained by Contractor or its employees or agents in
the performance of this Master Agreement, including, but not necessarily limited to (1)
any Purchasing Entity’s records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity (“Confidential Information”).
Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contractor shall be treated in the same manner as the
Confidential Information. Confidential Information does not include information that
(1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is
furnished by Purchasing Entity to others without restrictions similar to those imposed by
this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation
of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the obligation of
confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is
independently developed by employees, agents or subcontractors of Contractor who
can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using
at least the industry standard of confidentiality, and shall not copy, reproduce, sell,
assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the performance of Orders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their
obligations to keep Confidential Information confidential. Contractor shall use
commercially reasonable efforts to assist Purchasing Entity in identifying and preventing
Attachment A: Page 18 of 27
any unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor 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 Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief
in the name of Purchasing Entity or Contractor against any such person. Except as
directed by Purchasing Entity, Contractor 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 Purchasing Entity’s request, Contractor shall
turn over to Purchasing Entity all documents, papers, and other matter in Contractor's
possession that embody Confidential Information. Notwithstanding the foregoing,
Contractor may keep one copy of such Confidential Information necessary for quality
assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of Purchasing Entity
and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section
shall also extend to Confidential Information, defined to include Participating Addenda,
as well as Orders or transaction data relating to Orders under this Master Agreement
that identify the entity/customer, Order dates, line item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to section 29. To the extent permitted by law, Contractor shall
notify the Lead State of the identify of any entity seeking access to the Confidential
Information described in this subsection.
31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to
the Purchasing Entity’s public information laws.
32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
Attachment A: Page 19 of 27
b. The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties to NASPO Cooperative Purchasing
Organization LLC, doing business as NASPO ValuePoint and other third parties.
32. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor’s key
administrative personnel managing the Master Agreement in writing within 10 calendar
days of the change. The Lead State reserves the right to approve changes in key
personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose
replacement key personnel having substantially equal or better education, training, and
experience as was possessed by the key person proposed and evaluated in the
Contractor’s proposal.
33. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and agrees not to hold itself out as agent except as
expressly set forth herein or as expressly agreed in any Participating Addendum.
34. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead
State or Contractor upon 60 days written notice prior to the effective date of the
termination. Further, any Participating Entity may terminate its participation upon 30
days written notice, unless otherwise limited or stated in the Participating Addendum.
Termination may be in whole or in part. Any termination under this provision shall not
affect the rights and obligations attending orders outstanding at the time of termination,
including any right of a Purchasing Entity to indemnification by the Contractor, rights of
payment for Products delivered and accepted, rights attending any warranty or default
in performance in association with any Order, and requirements for records
administration and audit. Termination of the Master Agreement due to Contractor
default may be immediate.
35. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default
caused by fire, riot, unusually severe weather, other acts of God, or war which are
beyond that party’s reasonable control. The Lead State may terminate this Master
Agreement after determining such delay or default will reasonably prevent successful
performance of the Master Agreement.
36. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of
default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
Attachment A: Page 20 of 27
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
(4) 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
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of 15
calendar days in which Contractor shall have an opportunity to cure the default. The
Lead State shall not be required to provide advance written notice or a cure period and
may immediately terminate this Master Agreement in whole or in part if the Lead State,
in its sole discretion, determines that it is reasonably necessary to preserve public
safety or prevent immediate public crisis. Time allowed for cure shall not diminish or
eliminate Contractor’s liability for damages, including liquidated damages to the extent
provided for under this Master Agreement.
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 the Lead State shall have the right to
exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions
thereof; and
(3) Impose liquidated damages as provided in this Master Agreement; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Contractor’s performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, 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 shall have all of the rights and remedies under
this paragraph regarding its participation in the Master Agreement, in addition to those
set forth in its Participating Addendum. Unless otherwise specified in a Purchase
Order, a Purchasing Entity shall provide written notice of default as described in this
section and have all of the rights and remedies under this paragraph and any applicable
Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit
the rights and remedies available to a Purchasing Entity under the applicable
commercial code.
Attachment A: Page 21 of 27
37. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default
or enforce any rights and remedies shall not operate as a waiver under this Master
Agreement or Participating Addendum. Any waiver by the Lead State, Participating
Entity, or Purchasing 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 by Purchasing Entity with respect to any Purchase Order, or
breach of any terms or requirements of this Master Agreement, a Participating
Addendum, or Purchase Order 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, Participating Addendum, or Purchase Order.
38. 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.
This certification represents a recurring certification made at the time any Order is
placed under this Master Agreement. If the Contractor cannot certify this statement,
attach a written explanation for review by the Lead State.
39. Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO
Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the
Lead State, Participating Entities, and Purchasing Entities, along with their officers and
employees, from and against third-party claims, damages or causes of action including
reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible
property arising from act(s), error(s), or omission(s) of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to the performance under the Master
Agreement.
b. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and
hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing
business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing
Entities, along with their officers and employees ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys’ fees and related
costs arising out of the claim that the Product or its use, infringes Intellectual Property
rights ("Intellectual Property Claim") of another person or entity.
(1) The Contractor’s obligations under this section shall not extend to any
combination of the Product with any other product, system or method, unless the
Product, system or method is:
(a) provided by the Contractor or the Contractor’s subsidiaries or affiliates;
(b) specified by the Contractor to work with the Product; or
Attachment A: Page 22 of 27
(c) reasonably required, in order to use the Product in its intended
manner, and the infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing the same
function; or
(d) It would be reasonably expected to use the Product in combination
with such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time
after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
fails to provide reasonable notice, the Contractor shall not be relieved from its
obligations unless the Contractor can demonstrate that it was prejudiced in defending
the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.
If the Contractor promptly and reasonably investigates and defends any Intellectual
Property Claim, it shall have control over the defense and settlement of it. However, the
Indemnified Party must consent in writing for any money damages or obligations for
which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s
reasonable request and expense, information and assistance necessary for such
defense. If the Contractor fails to vigorously pursue the defense or settlement of the
Intellectual Property Claim, the Indemnified Party may assume the defense or
settlement of it and the Contractor shall be liable for all costs and expenses, including
reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the
pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this
section is not subject to any limitations of liability in this Master Agreement or in any
other document executed in conjunction with this Master Agreement.
40. 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 the Lead State, a Participating
Entity, or a Purchasing Entity be a waiver 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.
This section applies to a claim brought against the Participating Entities who are states
only to the extent Congress has appropriately abrogated the state’s sovereign
immunity and is not consent by the state to be sued in federal court. This section is
also not a waiver by the 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.
41. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed
by and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
Attachment A: Page 23 of 27
after award shall be governed by the law of the state serving as Lead State. The
construction and effect of any Participating Addendum or Order against the Master
Agreement shall be governed by and construed in accordance with the laws of the
Participating Entity’s or Purchasing Entity’s State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or
action relating to the procurement, evaluation, and award is in the Lead State. Venue
for any claim, dispute or action concerning the terms of the Master Agreement shall be
in the state serving as Lead State. Venue for any claim, dispute, or action concerning
any Order placed against the Master Agreement or the effect of a Participating
Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for claims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead State is a party; a Participating State
if a named party; the state where the Participating Entity or Purchasing Entity is located
if either is a named party.
42. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state 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 in that
state for the purpose of carrying out the Contractor's obligations under this Master
Agreement or Participating Addendum, including, at the Participating Entity's option, the
right to control any such litigation on such claim for relief or cause of action.
43. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with
federal funds may have additional contractual requirements or certifications that must
be satisfied at the time the Order is placed or upon delivery. These federal
requirements may be proposed by Participating Entities in Participating Addenda and
Purchasing Entities for incorporation in Orders placed under this Master Agreement.
44. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may
permit the use of leasing or alternative financing methods for the acquisition of
Products under this Master Agreement. Where the terms and conditions are not
otherwise prescribed in an applicable Participating Addendum, the terms and
conditions for leasing or alternative financing methods are subject to negotiation
between the Contractor and Purchasing Entity.
Attachment A: Page 24 of 27
45. Entire Agreement: This Master Agreement, along with any attachment, contains
the entire understanding of the parties hereto with respect to the Master Agreement
unless a term is modified in a Participating Addendum with a Participating Entity. No
click-through, or other end user terms and conditions or agreements required by the
Contractor (“Additional Terms”) provided with any Services hereunder shall be binding
on Participating Entities or Purchasing Entities, even if use of such Services requires an
affirmative “acceptance” of those Additional Terms before access is permitted.
Attachment A: Page 25 of 27
eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout
site with eMarket Center is required by the solicitation or either solution is proposed by a
Contractor and accepted by the Lead State.
b. Supplier’s Interface with the eMarket Center. There is no cost charged by JAGGAER
to the Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin
shall provide a written request to the Contractor to begin enablement process. The
Contractor shall have fifteen (15) days from receipt of written request to work with
NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time
JAGGAER’s technical documentation shall be provided to the Contractor. The schedule
will include future calls and milestone dates related to test and go live dates. The
contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or
(2) punch-out catalog, from date of receipt of written request.
(2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide
which of the catalog structures (either hosted or punch-out as further described below)
shall be provided by the Contractor. Whether hosted or punch-out, the catalog must
be strictly limited to the Contractor’s awarded contract offering (e.g. products
and/or services not authorized through the resulting cooperative contract should
not be viewable by NASPO ValuePoint Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is
providing a list of its awarded products/services and pricing in an electronic data
file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this
scenario, the Contractor must submit updated electronic data no more than once
per 30 days to the eMarket Center for the Lead State’s approval to maintain the
most up-to-date version of its product/service offering under the cooperative
contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor
is providing its own online catalog, which must be capable of being integrated
with the eMarket Center as a. Standard punch-in via Commerce eXtensible
Markup Language (cXML). In this scenario, the Contractor shall validate that its
online catalog is up-to-date by providing a written update no more than once per
30 days to the Lead State stating they have audited the offered products/services
and pricing listed on its online catalog. The site must also return detailed
UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees
to provide e-Quote functionality to facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions to product/service offerings
(new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State
and shall be subject to any other applicable restrictions with respect to the frequency or
Attachment A: Page 26 of 27
amount of such revisions. However, no cooperative contract enabled in the eMarket
Center may include price changes on a more frequent basis than once per year (see
required Price Guarantee Period section 11). The following conditions apply with
respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month
and shall go into effect in the eMarket Center on as approved by the Lead State
contract administrator.
(2) Lead State-approved price changes are not effective until implemented
within the eMarket Center. Errors in the Contractor’s submitted pricing files will
delay the implementation of the price changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier
Network (SQSN) and shall use JAGGAER’s Supplier Portal to import the Contractor’s
catalog and pricing, into the JAGGAER system, and view reports on catalog spend and
product/pricing freshness. The Contractor can receive orders through electronic
delivery (cXML) or through low-tech options such as fax. More information about the
SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network
Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable
administrative fees and/or discounts, as well as the most up-to-date product/service
offering the Contractor is authorized to provide in accordance with the cooperative
contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog must include detailed product line item descriptions; and
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1)
catalog, it is possible to have multiple contracts applicable to different NASPO
ValuePoint Participating Entities. For example, a supplier may have different pricing for
state government agencies and Board of Regents institutions. Suppliers have the ability
and responsibility to submit separate contract pricing for the same catalog if applicable.
The system will deliver the appropriate contract pricing to the user viewing the catalog.
Attachment A: Page 27 of 27
g. Order Acceptance Requirements: Contractor must be able to accept Purchase
Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or
email within 24 hours of the Contractor’s receipt of the Purchase Order. If the
Purchasing Order is received after 3pm EST on the day before a weekend or holiday,
the Contractor must provide positive confirmation via phone or email on the next
business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are
driven by JAGGAER for the suppliers and are upgraded every year. NASPO
ValuePoint reserves the right to migrate to future versions of the UNSPSC and the
Contractor shall be required to support the migration effort. All line items, goods or
services provided under the resulting statewide contract must be associated to a
UNSPSC code. All line items must be identified at the most detailed UNSPSC level
indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts
appear in the eMarket Center and that NASPO ValuePoint may elect at any time to
remove any supplier’s offering from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities,
and the review and approval shall not waive the requirement that products and services
be offered at prices (and approved fees) required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate
JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO
ValuePoint Cooperative Contracts. In the event one of these entities elects to
use this NASPO ValuePoint Cooperative Contract (available through the eMarket
Center) but publish to their own eMarketplace, the Contractor agrees to work in
good faith with the entity and NASPO ValuePoint to implement the catalog.
NASPO ValuePoint does not anticipate that this will require substantial additional
efforts by the Contractor; however, the supplier agrees to take commercially
reasonable efforts to enable such separate JAGGAER catalogs.
(December 2017)
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Attachment B
Attachment B – Scope of Work
I. Data Communications Award Categories
The scope for this RFP and resulting contract is as provided below. A vendor may offer products (i.e. white
box, artificial intelligence, etc.) under multiple categories so long as the vendor has received an award for
the applicable category it is offering the provided equipment / service. Each category also allows for
Internet of Things (IoT) products. These products must be an IoT product that can be deployed within,
upon, or integrated into a government agency’s physical asset to address government line of business
needs. Proposals are expected to include IoT products designed to support common government lines of
business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided
in categories that the vendor is awarded in and can include endpoints that support items in that category.
Category 1.1: UNIFIED COMMUNICATIONS (UC).
A set of products that provides a consistent unified user interface and user experience across multiple
devices and modes of communications. Unified Communications that is able to provide services such as
session management, voice, video, messaging, mobility, and meeting solutions (i.e., web, audio, IM&P,
file sharing, white boarding, guest support, etc.). 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
• PSTN Access resiliency
• Call Processing Redundancy
• Optional Branch Office Survivability Services
1.1.1 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
• Enterprise Telephony Features (CFx, Transfer, CID, Shared line appearance, One Number Service,
etc.)
• 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
o National E911 Routing Services (proper PSAP routing when PSTN access is centralized)
o 911 Device Tracking Services
o 911 On-Site Notification Services
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Attachment B
1.1.2 Instant messaging/ Presence ― Solutions that allow communication over the Internet Protocol,
within the enterprise, and remotely, as well as with guest users that offers quick transmission of text-
based messages from sender to receiver. In push mode between two or more people using personal
computers, Desktop (Windows/Mac/VDI/Linux), Mobile/Smartphone, Tablet, 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.
• IM Persistency / Workstream Collab
• File Sharing Services, Desktop Sharing Services
1.1.3 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)
• ASR / Transcription Services for recorded messages
1.1.4 Contact Center ― A computer-based system that provides call and contact routing for high-
volume telephony transactions, with specialist answering “agent” stations and a sophisticated real-time
contact management system. The definition includes all contact center systems that provide inbound
contact handling capabilities, outbound call/contact center and automatic contact distribution, combined
with a high degree of sophistication in terms of dynamic contact traffic routing management.
1.1.5 Communications End Points and Applications
• Attendant Consoles (Telephone Station)
• IP Phones (desktop devices and accessories)
• Room Based Conferencing Endpoints (Conf Phones, SparkBoard, JamBoard, Surface Hub)
1.1.6 UC Network Monitoring ― Provides end-to-end service management for Unified
Communications. Capabilities include testing, performance monitoring, configuration management,
accounting/billing, analytics (capacity planning), contact center specialized reports (utilization, queue KIIs,
call abandonment rations, etc.), and business intelligence reporting.
1.1.7 Collaboration ― Voice, video, workstream collaboration, and web conferencing; messaging;
mobile applications; and enterprise social software. Doesn’t include the audio visional software or
hardware.
1.1.8 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.
1.1.9 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 a
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Attachment B
very large number of end-users (i.e., quarterly all hands meetings/webinar) 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.
Category 1.2: NETWORKING
1.2.1 Network Application Services.
Application networking solutions and technologies that enable the successful and secure delivery of
applications to local, remote, and branch-office users using technology to accelerate, secure, and increase
availability of both application traffic and computing resources.
1.2.1.1 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
1.2.1.2 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
• Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log
messages).
1.2.2 Networking Software.
Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups,
security, applications, and other networking functions. The network operating system is designed to allow
transfer of data 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
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Attachment B
• Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log
messages).
1.2.2.1 Network Management and Automation ― Software products and solutions for network
automation, cloud computing, and IT systems management.
1.2.2.2 Data Center Management and Automation ― Software products and solutions that capture and
automate manual tasks across servers, network, applications, and virtualized infrastructure.
1.2.2.3 Cloud Portal and Automation ― Software products and solutions for cloud management with
policy-based controls for provisioning virtual and physical resources.
1.2.2.4 Branch Office Management and Automation ― Software products and solutions for
management of branch offices. Capabilities include remote troubleshooting, device management, and
WAN performance monitoring.
1.2.3 Network Optimization and Acceleration.
Devices and tools for increasing data-transfer efficiencies across wide-area networks.
1.2.3.1 Data Analytics ― Appliance for improving network management by more effectively factoring in
issues related to congestion, such as utilization, service consumption and routing. Provides real-time
insights into network traffic to determine the value of different portions of that traffic.
1.2.3.2 Dynamic Load Balancing (Network Traffic Management) ― 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.
1.2.3.3 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
1.2.3.4 High Availability and Redundancy ― Limits any d isruption to network uptime should an appliance
face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances
without impacting communication throughout the cluster.
1.2.4 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.
1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches ― Switches used in systems
designed for long haul and ultra long-haul optical networking applications.
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Attachment B
1.2.4.2 Edge Optical Switches ― Provide entry points into the enterprise or service provider core
networks.
1.2.4.3 Optical Network Management ― Provides capabilities to manage the optical network and allows
operators to execute end-to-end circuit creation.
1.2.4.4 IP over DWDM (IPoDWDM) ― A device utilized to integrate IP Routers and Switches in the OTN
(Optical Transport Network).
Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE
1.3.1 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.
1.3.1.1 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.
1.3.1.2 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.
1.3.1.3 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).
1.3.1.4 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.
1.3.1.5 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).
1.3.2 Security.
1.3.2.1 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.
1.3.2.2 Intrusion Detection/Protection and Firewall Appliances ― Provide comprehensive inline
network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes
Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs
deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances
should provide:
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Attachment B
• 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)
1.3.2.3 Logging Appliances and Analysis Tools ― Solutions utilized to collect, classify, analyze, and
securely store log messages.
1.3.2.4 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.
1.3.2.5 Secure Mobility Products ― Delivers secure, scalable access to corporate applications across
multiple mobile devices.
1.3.2.6 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.
1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity ― Solutions that
provide threat protection, data loss prevention, message level encryption, acceptable use and application
control capabilities to secure web and email communications. This could include cloud access security
brokers (CASBs) and DNS security.
1.3.2.8 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
• Self-service on-boarding
• Centralized policy enforcement
• Differentiated access and services
• Device Management
1.3.3 Storage Networking.
High-speed network of shared storage devices connecting different types of storage devices with data
servers.
1.3.3.1 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.
1.3.3.2 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
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Attachment B
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.
1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management ―
Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.
1.3.3.4 SAN Optimization ― Tools to help optimize and secure SAN performance (ie. Encryption of data-
at-rest, data migration, capacity optimization, data reduction, etc.
1.3.4: Switches.
Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and
to filter and forward packets among them.
1.3.4.1 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:
1. Security
a. SSHv2 (Secure Shell Version 2)
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping
2. VLANs
3. Fast Ethernet/Gigabit Ethernet
4. PoE (Power over Ethernet)
5. link aggregation
6. 10 Gb support
7. Port mirroring
8. Span Taps
9. Support of IPv6 and IPv4
10. Standards-based rapid spanning tree
11. Netflow Support (Optional).
1.3.4.2 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
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
• Support of IPv6 and IPv4
• 1/10/40/100 Gbps support
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Attachment B
• IGP (Interior Gateway Protocol) routing
• EGP (Exterior Gateway Protocol) routing
• VPLS (Virtual Private LAN Service) Support
• VRRP (Virtual Router Redundancy Protocol) Support
• Netflow Support.
1.3.4.3 Campus Distribution Switches ― Collect the data from all the access layer switches and forward
it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be
managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides
the inter-VLAN routing functions so that one VLAN can communicate with another on the network.
Distribution layer switches provides advanced security policies that can be applied to network traffic using
Access Control Lists (ACLs).
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Security (SSHv2 and/or 802.1X)
• 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
1.3.4.4 Data Center Switches ― Data center switches, or Layer 2/3 switches, switch all packets in the
data center by switching or routing good ones to their final destinations, and discard unwanted traffic
using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity
differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware-
based Inter-Switch Link (ISL) trunking
• Load Balancing across Trunk group able to use packet based load balancing scheme
• Bridging of Fibre Channel SANs and Ethernet fabrics
• Jumbo Frame Support
• Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically
become a member
• Ability to remotely disable and enable individual ports
• Support NetFlow or equivalent
1.3.4.5 Software Defined Networks (SDN) ― An application in SDN that manages flow control to enable
intelligent networking.
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Attachment B
1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers ― Technology utilized to
support software manipulation of hardware for specific use cases.
1.3.4.7 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.
1.3.4.8 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
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)
1.3.4.9 Carrier Ethernet Access Switches ― A carrier Ethernet access switch can connect directly to the
customer or be utilized as a network interface on the service side to provide layer 2 services.
• Hot-swappable and field-replaceable integrated power supply and fan tray
• AC or DC power supply with minimum 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
Page 10 of 13
Attachment B
• 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
Category 1.4: WIRELESS.
Provides connectivity to wireless devices within a limited geographic area. System capabilities should
include:
• Redundancy and automatic failover
• IPv6 compatibility
• NTP Support
1.4.1 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:
• 802.11a/b/g/n
• 802.11n
• 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
1.4.2 Outdoor Wireless Access Points ― Outdoor APs are rugged, with a metal cover and a DIN rail or
other type of mount. During operations they can tolerate a wide temperature range, high humidity and
exposure to water, dust, and oil. Capabilities should include:
• Flexible Deployment Options
• Provides real-time wireless intrusion monitoring and detection
• Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud
Architecture)
1.4.3 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
Page 11 of 13
Attachment B
• 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
1.4.4 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
1.4.5 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
1.4.6 Mobile Device Management (MDM) ― 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
Category 1.5: FACILITY MANAGEMENT, MONITORING, AND CONTROL.
Technology utilized in the management, monitoring and control of 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.
Page 12 of 13
Attachment B
c. Response systems such as alert systems, desktop monitoring systems, radios, and digital
signage.
d. Building and energy controls
II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement
at the time of product purchase or anytime afterwards. This provided list of value added services is not
intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement
(see main RFP document section 5.2).
2.1 Maintenance Services ― Capability to provide technical support, software maintenance, flexible
hardware coverage, and smart, proactive device diagnostics for hardware.
2.2 Professional Services
a. Deployment Services
i. Survey/ Design Services ― Includes, but not limited to, discovery, design, architecture
review/validation, and readiness assessment.
ii. Implementation Services ― Includes, but not limited to, basic installation and
configuration or end-to-end integration and deployment.
iii. 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.
b. 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.
c. Consulting/Advisory Services ― Includes, but not limited to, assessing the availability, reliability,
security and performance of Customer’s existing solutions.
d. Data Communications Architectural Design Services ― Developing architectural strategies and
roadmaps for transforming Customer’s existing network architecture and operations
management.
e. 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.
f. Testing Services – Includes, but not limited to, testing the availability, reliability, security and
performance of Customer’s existing solutions
2.3 Partner Services ― Provided by Contractor’s Authorized Partners/Resellers.
a. Subject to Contractor’s approval and the certifications held by its Partners/Resellers, many
Partners/Resellers can also offer and provide some or all of the Services as listed above at
competitive pricing, along with local presence and support. As the primary Contractor (OEM),
Contractor is ultimately responsible for the service and performance of its Partners/ Resellers.
Customers may have the option to purchase the Services to be directly delivered by Contractor
(OEM) or its certified Partners/Resellers.
Page 13 of 13
Attachment B
2.4 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.
Attachment B.1 – Page 1 of 4
ATTACHMENT B.1
OEM EVALUATED QUALIFICATIONS
Per RFP Section 4.2, OEM Evaluated Qualifications, Offeror’s must complete this Attachment
and submit it with their response.
Offeror’s who meet all mandatory minimum requirements outlined above will then be evaluated
on the following items. All Offerors are required to submit a point by point response to the
following items.
Provide the information requested below detailing how your organization has the ability to
provide the following criteria. Do not submit a full catalog herein this section or generic literature.
Submit information specific to the characteristics listed below.
Vendor Name: [vendor input]
Information Sought Vendor Response
4.2.1. Company Profile and References
4.2.1.1 Years. Number of years in
business and number of employees.
4.2.1.2 Organizational Structure. Has
there been a recent change in
organizational structure (e.g.,
management team) or control (e.g.,
merger or acquisition) of your company?
If the answer is yes: (a) explain why the
change occurred and (b) how this change
has affected your company.
4.2.1.3 Company History. Discuss your
company’s history. Has growth been
organic, through mergers and acquisitions,
or both?
4.2.1.4 Debarment. Has bidder ever been
debarred, suspended, or disqualified from
bidding or contracting with any public
entity? If yes, provide the date, the entity,
and details about the situation.
4.2.1.5 Litigation. Provide details of all
past or pending litigation or government
action filed or claims that could affect
Respondent's performance under a
resulting master agreement. Please
provide the date of initial filing, case name
and court number, and jurisdiction.
4.2.1.6 Default. Within the last 5 years,
has your company or any of its related
business entities defaulted on a contract
or had a contract terminated for cause? If
yes, provide the date, contracting entity,
type of contract, and details about the
termination or default.
4.2.1.7 Annual Sales. State your gross
annual sales for the last 5 years. If
receiving a contract under this RFP will
increase your gross revenue by more than
25% from last year’s sales, explain how
the company will scale-up to manage this
increase.
Attachment B.1 – Page 2 of 4
4.2.1.8 Financial Statements. Provide
audited financial statements to the State
and should meet a minimum Dun and
Bradstreet (D&B) credit rating of 3A2 or
better, or a recognized equivalent rating.
Please provide the Respondent’s D&B
Number and the composite credit rating.
The State reserves the right to verify this
information. If a branch or wholly owned
subsidiary is bidding on this RFP, please
provide the D&B Number and score for the
parent company that will be financially
responsible for performance of the
agreement. Prime contractors working on
behalf of Respondents must submit
financial statements that demonstrate
financial stability, and adequate working
capital, but do not need to meet 3A2 credit
rating requirements.
[Vendor upload file named – Vendor Name 4.2.1.8 Financial
Statements]
4.2.1.9 Experience & References. Describe at least 3 relevant experiences (below) from the last 5 years
supporting your ability to successfully manage a contract of similar size and scope for the work described in this
RFP.
1st Experience & Reference
Company name
Contact name
Contact role at time of project
Contact phone
Contact email
City
State
Zip
1. Project name and description of the
scope of the project
2. What role did your company play?
3. How is this project experience relevant
to the subject of this RFP?
Dollar value
Start and end date (mm/yy – mm/yy)
Status (completed, live, other – specify
phase)
Results obtained
2nd Experience & Reference
Company name
Contact name
Contact role at time of project
Contact phone
Contact email
City
State
Zip
1. Project name and description of the
scope of the project
2. What role did your company play?
3. How is this project experience relevant
to the subject of this RFP?
Dollar value
Start and end date (mm/yy – mm/yy)
Status (completed, live, other – specify
phase)
Results obtained
3rd Experience & Reference
Attachment B.1 – Page 3 of 4
Company name
Contact name
Contact role at time of project
Contact phone
Contact email
City
State
Zip
1. Project name and description of the
scope of the project
2. What role did your company play?
3. How is this project experience relevant
to the subject of this RFP?
Dollar value
Start and end date (mm/yy – mm/yy)
Status (completed, live, other – specify
phase)
Results obtained
4.2.1.10 Marketing Plan. Describe your
how you intend to market your equipment
and services to NASPO ValuePoint and
Participating Entities.
4.2.2. Ability to Supply NASPO ValuePoint Member States
4.2.2.1 Strategic Relationships. Describe
partnerships and strategic relationships
you think will bring significant value to the
resulting Master Agreement.
4.2.2.2 Reseller Program. Demonstrate
how you will provide an Effective Reseller
Program managed by the OEM (Contract
holder) in NASPO ValuePoint States.
4.2.2.3 Onboarding. Describe your
process to qualifying and onboarding
partners and sales personnel to represent
the product.
4.2.2.4 Partner Training. Any training for
partners and sales staff to ensure they
understand the terms and conditions of the
Master Agreement and individual
Participating Addenda. Does your
company provide follow-up refresher
training on a semi-annual or annual basis
for partners and sales staff.
4.2.2.5 Partner Restrictions. Describe any
restrictions you place on your partners /
resellers from selling other OEM solutions.
4.2.2.6 Proposed Partner List. Provide
your proposed list of partners in the
structure outlined in Attachment D and
which Award Categories they will service
for all States.
[Vendor upload file named – Vendor Name 4.2.2.6 Proposed Partner
List]
4.2.3. Ability to Provide Technical Support to End Users
4.2.3.1 SLA. Provide your proposed
Service Level Agreement (SLA) that
includes, but is not limited to: help desk
support, response times, resolution,
downtime credits, etc.
4.2.3.2 Escalation. Describe your
escalation procedures.
4.2.3.3 End User Training. Describe your
offered training program to end users.
Attachment B.1 – Page 4 of 4
4.2.3.4 Maintenance Program. Describe
your offered maintenance program.
4.2.4. Qualifications and Technical Ability
4.2.4.1 Resume. Provide a resume, in the
format of Attachment C, for the Contract
Manager who will be assigned to this
contract, including, but not limited to the
following qualifications:
-- Minimum 2 years’ experience
in contract management with
public sector clients,
-- Minimum 2 years’ experience
in leadership roles overall, and
-- Minimum 2 years’ experience
in the Data Communications
Products and Services industry.
[Vendor upload file named – Vendor Name 4.2.4.1 Resume]
4.2.4.2 Key Personnel. Describe the key
personnel titles and descriptions your firm
will assign to service this contract. Outline
such personnel qualifications.
4.2.4.3 R&D Initiatives. Describe your
firm’s research & development (R&D)
initiatives.
4.2.5. Security
4.2.5.1 Security. Describe how your firm
ensures the security of your equipment
and services are maintained against
industry standards.
4.2.5.2 Industry Security. Describe your
firms approach in complying with industry
standards for: patching, vulnerability
testing, etc.
4.2.5.3 Vulnerabilities. Identify any known
circumstances where a vulnerability in any
of your products has resulted in a data
breach for an end user.
4.2.6. Environmental
4.2.6.1 Environmental. Describe your use
of environmentally preferable goods and
services, including post-consumer waste
and recycled content.
4.2.6.2 Product Lifecycle. Describe your
product life recycling and trade-in
program.
Attachment B.1 – Page 1 of 2
ATTACHMENT B.2
CATEGORY QUALIFICATIONS
(as amended August 23, 2018)
Per RFP Section 4.3, Category Qualifications, Offeror’s must complete this Attachment for each
Product Category it is seeking an award in.
Provide the information requested below detailing how your organization has the ability to
service the given Product Category. Do not submit a full catalog here in this section or generic
literature. Submit information specific to the characteristics listed below. Offerors are required
to submit a point by point response to the following items, for EACH Product Category Offeror is
seeking an award.
Vendor Name: [vendor input]
Award Category Seeking Qualification: [vendor input]
Information Sought Vendor Response
4.3.1 Ability to meet Scope/Service Requirements of Selected Category
4.3.1.1 Scope/Service Requirements. Demonstrate
your ability to meet Scope/Service requirements for this
category.
4.3.1.2 Scope Offered. Describe the scope and variety
of products offered.
4.3.1.3 Experience. Describe your experience and
technical ability as an OEM to service this category.
4.3.1.4 Warranty Program. Describe your offered
Service and Warranty Program.
4.3.1.5 Product Life Cycle. Describe your product life
cycle management.
4.3.1.6 Solution Models. Describe the models proposed
for delivering the solution (Software Defined Networks
(SDN), white boxes, etc.)
4.3.1.7 Innovation. Describe any differentiating or highly
innovative features of the products and services.
4.3.2 Consumption Models
4.3.2.1 Consumption Models. Describe your offered
consumption models (i.e., purchase / CAPX model,
communication infrastructure as-a-service, etc.
4.3.3 Category Specific Security
4.3.3.1 Security Standards. Describe the security
standards your firm’s equipment and services comply
with in the industry.
4.3.3.2 3rd Party Security Assessments. Describe any
3rd party security assessments or certifications provided
on your offerings.
4.3.4 Open Standards and Interoperability
Attachment B.1 – Page 2 of 2
4.3.4.1 Open Standards. Describe any open standards
of your equipment.
4.3.4.2 Cloud Security Assessments. If Offeror is
proposing a Cloud hosted solution, Offeror is to
complete, provide, and maintain a completed CSA
STAR Registry Self-Assessment 1. Offeror is to submit a
completed Consensus Assessments Initiative
Questionnaire (CAIQ), Exhibit 1 to Attachment B.2.
Offeror must also represent and warrant the accuracy
and currency of the information on the completed
attachments.
[Vendor upload file named – Vendor Name 4.3.4.2
Cloud Security Assessments]
4.3.4.3 Cloud Security Alliance. If Offeror is proposing a
Cloud hosted solution, describe and provide your level
of disclosure with CSA Star Registry for each Category
seeking qualification.
4.3.4.4 Interoperability. Describe the interoperability of
your equipment and services to other OEMs.
4.3.5 Value Added Services
4.3.5.1 Value Added Services. Describe any additional
value added services you offer under this Award
Category.
4.3.5.2 IoT Solutions. Describe any IoT products that
you offer under this Award Category.
4.3.5.3 Acceptance Testing / Procedures. Please
provide your acceptance and testing procedures
available to Purchasing Entities for this Category.
Provide your standard of performance for this Category.
1 CSA STAR Self-Assessment documents the security controls provided by an Offeror’s
offerings, thereby helping Purchasing Entities assess the security of an Offeror, if awarded a
Master Agreement, they currently use or are considering using.
ATTACHMENT C
CONTRACT MANAGER RESUME TEMPLATE
Page 1 of 2
Vendor Name:
Proposed Resource Name:
Proposed Classification: Contract Manager
If Contract Manager is associated with
a subcontractor provide name of
company:
Percentage of time Contract Manager
will be allocated to resulting master
agreement:
Instructions: Provide the skills, experience, education, etc. that qualify the individual for the duties and
responsibilities outlined in this RFP for a contract manager.
EXPERIENCE & QUALIFICATIONS
The experience requirements detailed in the RFP are restated as follows:
Required Skills Bidder’s Response
Minimum 2 years’ experience in
contract management with public
sector clients.
Does Contract Manager have this required skill: Yes or No
Describe your skills and experience:
Name of project(s) and year(s) experience was obtained:
Minimum 2 years’ experience in
leadership roles overall, and
Does Contract Manager have this required skill: Yes or No
Description of skills and experience:
Name of project(s) and year(s) experience was obtained:
Minimum 2 years’ experience in
the Data Communications
Products and Services industry.
Does Contract Manager have this required skill: Yes or No
Description of skills and experience:
Name of project(s) and year(s) experience was obtained:
ADDITIONAL SKILLS
Describe any other relevant experiences that qualify your contract manager to perform the responsibilities
under this contract:
ATTACHMENT C
CONTRACT MANAGER RESUME TEMPLATE
Page 2 of 2
List client references for work performed to meet the requirements stated above, and all projects the
proposed Contract Manager has worked on in the last three (3) years. A minimum of three (3) references
are required. By submission of this information, the bidder and identified key person authorize the State
of Utah to contact references and previous employers provided to verify the accuracy of the information.
Provide the identified information for each:
Start Date: date started on project End Date: date rolled off project
Client/Project: Client, with contact information (i.e.: address, phone #s , and email address), and project
name
Employer: identify employer at the time of experience
Title/Percentage of time: title of role on project and percentage of time spent on project
Description: brief description of responsibilities for the project. Include software version
Start Date: End Date:
Client/Project:
Employer:
Title/Percentage of time:
Description:
Start Date: End Date:
Client/Project:
Employer:
Title/Percentage of time:
Description:
EDUCATION
Education
Degree (i.e. PhD,
Master’s, Bachelors)
Example: Master in Engineering Year Completed: 1998
Program Major(s) area of study: Computer Science
University
Additional Education
Degree (i.e. PhD,
Master’s, Bachelors)
Example: Bachelors’ in Business
Administration
Year Completed: 1994
Program Major(s) area of study:
Example: Management
Minor area of study: Example:
Economics
University
CERTIFICATIONS / AFFILIATIONS – Provide any relevant certifications or affiliations the Contract
Manager may have.
Certifications/Affiliations
Name
Topic/Description
Date completed
The Bidder must submit a letter of commitment for Key Personnel, signed by the identified resource, stating
their commitment to work for the bidder/subcontractor on this project contingent on award of the bid.
Vendor Name:
Fulfillment Partner Company Name Partner Address Partner City, State & Zip State Participation
Diverse Business
Participation States (see
section 1.11)
Award Categories
Servicing Sales POC Name Sales Email Sales Phone website
Example ‐ Utah Inc. 453 E. State Street Salt Lake City, UT 84115 UT, HI, NV None Routers, Switches, IoTs John Doe john.doe@abccompany.com 801‐123‐4567 www.abccompany.com
Example ‐ Florida Inc. 453 E. State Street Salt Lake City, FL 84115 FL, GA FL, GA Routers, IoTs John Doe john.doe@abccompany.com 801‐123‐4567 www.abccompany.com
Attachment D ‐ Partner List Template
Solicitation # SK18001
Page 1 of 1
Vendor Name
Section 1: Instructions
Category 1.1 Unified Communications (UC) 0.00%
Hardware and Software (on premise)
Cloud Services
Service Packages (i.e., Maintenance, etc.)
Category 1.2 Networking 0.00%
Hardware and Software (on premise)
Cloud Services
Service Packages (i.e., Maintenance, etc.)
Category 1.3 Routers, Switches, Secuirty, and Networking Storage 0.00%
Hardware and Software (on premise)
Cloud Services
Service Packages (i.e., Maintenance, etc.)
Category 1.4 Wireless 0.00%
Hardware and Software (on premise)
Cloud Services
Service Packages (i.e., Maintenance, etc.)
Category 1.5 Facility Management, Monitoring, and Control 0.00%
Hardware and Software (on premise)
Cloud Services
Service Packages (i.e., Maintenance, etc.)
Provide the title, job description for each title, and associated hourly rate. Add additional rows as necessary.
Title Job Description Onsite Remote Onsite Remote Onsite Remote
Maintenance Services
Professional Services
Deployment Services
Consulting Advisory Services
Architectural Design Services
Statement of Work Services
Partner Services
Training Deployment Services
[add any additional Value Added Services]
[add any additional Value Added Services]
[add any additional Value Added Services]
[add any additional Value Added Services]
Weekday
Hourly Rates
Section 3: Value Added Services
Attachment E Cost Proposal Form (amended 8.9.2018)
Solicitation # SK18001
Weekend State Holiday
1. Offeror shall provide a Minimum Discount % within Section 2 for each Category it is seeking an award in. A vendor will be deemed non‐responsive for any
Category that it does not provide a Minimum Discount % of at least greater than 0%.
6. Within Section 3, provide the rates for those Value Added Services Offeror is seeking to offer under the resulting contract. Within the Job Description field,
provide the role this position fills, and what is included within the proposed rate.
4. The Minimum Discount % provided herein shall apply to all offerings in a given category.
5. In a separate document, provide a detailed product offering for each Category Offeror is seeking an award in. Title this document ‐ Solicitation # Vendor
Name ‐ Detailed Product Offering. Offeror's proposed Minimum Discount % for a given Category must be reflected on all offerings within this offered catalog.
Section 2: Minimum Discount % off List
3. The offered Minimum Discount % off must be guaranteed for the full duration of the Contract term.
2. If you are not seeking an award in a given Category, simply provide NA in the Minimum Discount % field.
Page 1 of 1
DRAFT: This document is intended to be a draft and should not be returned to the Division of Purchasing. Please return this document to the evaluation committee chairperson
This document is not subject to GRAMA pursuant to Utah Administrative Code R33‐7‐702(2).
Score will be assigned as follows:
2 = Unsatisfactory, the proposal addresses the requirements or criteria in the RFP unsatisfac
3 = Satisfactory, the proposal addresses all requirements or criteria in the RFP satisfactorily.
4 = Good, the proposal addresses all requirements or criteria in the RFP and may exceed som
5 = Excellent, the proposal addresses all requirements in the RFP and exceeds them.
RFP Section
Evaluation
(Pass/Fail)
1
SciQuest: Questions >
Acknowledgements
2 4.1.1
3 4.1.2
4 4.1.3
5 4.1.4
6 4.1.5
7 4.1.6
RFP Section
Evaluator
Score (1‐5)
Criteria
Weight
% of Tech
Criteria
Points
Possible
Points
Earned
Minimum
Required
1 4.2.1 10 20.0% 50.0 0.0
2 4.2.2 10 20.0% 50.0 0.0
3 4.2.3 10 20.0% 50.0 0.0
4 4.2.4 5 10.0% 25.0 0.0
5 4.2.5 10 20.0% 50.0 0.0
6 4.2.6 5 10.0% 25.0 0.0
100.0% 250.0 0.0 0.0
RFP Section Min Percent
Min Points
Required
Points
Earned
Percent
Earned
Evaluation
65% 162.5 0.0 0.0%
RFP Section
Evaluator
Score (1‐5)
Criteria
Weight
% of Tech
Criteria
Points
Possible
Points
Earned
Minimum
Required
1 4.3.1 20 40.0% 100.0 0.0
2 4.3.2 5 10.0% 25.0 0.0
3 4.3.3 10 20.0% 50.0 0.0
4 4.3.4 10 20.0% 50.0 0.0
5 4.3.5 5 10.0% 25.0 0.0
100.0% 250.0 0.0 0.0
RFP Section Min Percent
Min Points
Required
Points
Earned
Percent
Earned
Evaluation
70% 175.0 0.0 0.0%
RFP Section
Low Cost
Option
Offered
Cost
Percent of
Total
Points
Possible Points Earned
25% 166.7 0.0
Percent of Total Points Possible
Points
Earned
38% 250.0 0.0
38% 250.0 0.0
25% 166.7 0.0
100% 666.7 0.0
Attachment F - Interactive Scorecard
Data Communications Products and Services
SOLICITATION # SK18001
1 = Fail, the proposal fails to address some or all of the requirements; fails to accurately
address some or all of the requirements, or fails to demonstrate they can perform.
Stage 3: Category Evaluation (Per Category)
Ability to meet Scope/Service Requirements of Selected Category
Evaluation of Proposals
Proposed Categories
Total Evaluation Points
Stage 4: Cost Evaluation Points
Stage 2: OEM Evaluated Qualifications
Total Evaluation Points
Category Specific Security
Open Standards and Interoperability
Value Added Services
Stage 3: Required Technical Point Threshold
Stage 3: Category Evaluation
Security
* Purchasing will use the following cost formula: The points assigned to each offerors cost proposal will be as outlined in section 3.2 "Final Stage: Cost Proposal Evaluation".
RFP Development
Credit Rating
Stage 2: Required Technical Point Threshold
Stage 4: Cost Proposal Evaluation
Stage 2: OEM Evaluated Qualifications
Consumption Models
Environmental
Date:
Stage 1: Minimum Mandatory Requirements
Delivery
RFP EVALUATION SCORESHEET
Qualifications and Technical Ability
Acknowledgement of Amendments
Company Profile and References
Ability to Supply NASPO ValuePoint Member States
OEMs Only
Ability to Provide Technical Support to End Users
Firm Name:
Evaluator:
SK18001 Interactive Scorecard Page 1 of 1
CLAIM OF BUSINESS CONFIDENTIALITY
Pursuant to Utah Code Annotated, Subsections 63G-2-305(1) and (2), and in accordance with
Section 63G-2-309, (company name) asserts a claim of business confidentiality to protect
the following information submitted as part of this solicitation. Pricing/Cost Proposals may not be
classified as confidential or protected and will be considered public information. An entire
proposal cannot be identified as “PROTECTED”, “CONFIDENTIAL” or “PROPRIETARY”.
Non-public financial statements
Specific employee name and contact information
Specific customer information, client lists, or subscription lists
Other (specify):
This claim is asserted because this information requires protection as it includes:
trade secrets as defined in Utah Code Annotated Section 13-24-2 ("Trade secret"
means information, including a formula, pattern, compilation, program, device, method,
technique, or process, that: (a) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and (b) is
the subject of efforts that are reasonable under the circumstances to maintain its
secrecy).
commercial information or non-individual financial information obtained from a person
if: (a) disclosure of the information could reasonably be expected to result in unfair
competitive injury to the person submitting the information or would impair the ability of
the governmental entity to obtain necessary information in the future; [and] (b) the
person submitting the information has a greater interest in prohibiting access than the
public in obtaining access.
This statement of reasons supporting the claim of business confidentiality applies to the following
information in this proposal:
Page Paragraph Reason
Please use additional sheets if needed.
You will be notified if a record claimed to be protected herein under Utah Code Annotated §
63G-2-305(1) or (2) is classified public or if the governmental entity determines that the record
should be released after weighing interests under Utah Code Annotated § 63G-2-201(5)(b) or
Utah Code Annotated § 63G-2-401(6). See Utah Code Annotated § 63G-2-309.
Signed:
On behalf of (company):
Date:
(Revision 6/4/2015)
Attachment H: NASPO ValuePoint Cooperative Contract Detailed Sales ReportContractor: Quarter: Vendor NameVendor Contract Number StateCustomer Type Bill to NameBill to Address Bill to CityBill to ZipcodeShip to NameShip to Address Ship to CityShip to ZipcodeOrder NumberCustomer PO NumberCustomer Number Order Type PO Date Ship DateInvoice DateInvoice NumberAwarded Category #Product NumberProduct DescriptionUNSPSC CommodityList Price/MSRPNASPO ValuePoint Price Quantity Total Price Admin FeeVAR/Reseller/Partner/Distributor NAMEEnergy Star Compliant Yes‐1 No‐2 NA‐0No Quarterly Sales
Attachment I: Intent to Participate
States with an Intent to Participate. The States listed below have submitted and signed the Intent to
Participate form to the State of Utah under this Data Communications Products and Services RFP
(solicitation # SK18001). Some of these States have attached additional information, including state
specific terms and conditions that need to be posted as part of this RFP. The below listed States reserve
the right to modify the terms and conditions of any awarded Master Agreement in a Participating
Addendum.
California Colorado
Florida Hawaii
Illinois Louisiana
Michigan Montana
New Jersey South Dakota
Utah Washington
Amended into RFP After Release
Minnesota Maryland
Oregon
Attachment I - Page 1 of 79
NASPO ValuePoint
INTENT TO PARTICPATE
Cooperative Contract(s) for
Data Communications Products & Services (2019-2024)
I.PURPOSE
The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate
in multi-state cooperative contract(s) for the Data Communications Products & Services.
II.SCOPE OF THE CONTRACT(S)
The State of Utah is authorized by agreement of the participants to act as the procurement officer in
developing multi-state cooperative contract(s) for Data Communications Products & Services.
The resulting contracts will be permissive contracts.
Administrative Fee
There will be a 0.25% NASPO ValuePoint administrative fee associated with these contracts. It is
anticipated that the individual states will be able to add an administrative fee when the state executes its
Participating Addendum.
III.TERM OF THE CONTRACT
The initial term of the contract will be established for five (5) years from the date of award with options
to extend the contract for (2) two additional years.
IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION
The solicitation and contract development shall be accomplished in compliance with the NASPO
ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative
purchasing program, incorporated herein by reference.
Solicitation Publication Period
Bidders/Offerors will be given at least 40 days after publication to submit proposals.
Solicitation Type and Evaluation Criteria
This RFP will be issued and evaluated in concert with the procurement laws and rules of the State of
Utah by a sourcing team comprised of members from several states.
Award(s)
The solicitation will permit multiple awards.
Attachment I - Page 2 of 79
Additional Requested Information
State Specific Terms and Conditions: If the participating state wishes to include any State specific terms
and conditions with the release of this RFP, please attach those with this Intent to Participate.
Annual Estimated Volume: If your State has an existing contract for this commodity or service, please
indicate your annual volume of spend (including any potential political subdivision usage if available).
Annual State Spend Not Available
Annual Political Subdivision Spend Not Available
Total Spend Approximately $62 million
State of California
Angela Shell
Director Name
(916) 375-4417 Angela.Shell@dgs.ca.gov
Director Phone Director Email
Director has approved ITP to be submitted? Yes ☒ No ☐
(Click appropriate box)
State Specific T&Cs to be included in RFP? Yes ☒ No ☐
(Click appropriate box)
Julie Matthews, Contract Administrator
State Point of Contact Name and Title
(916) 375-4612 julie.matthews@dgs.ca.gov
Phone Email
Please email completed “Intent to Participate” document by Tuesday, July 10, 2018 to:
Shannon Berry
Cooperative Development Coordinator
NASPO ValuePoint
sberry@naspovaluepoint.org
Attachment I - Page 3 of 79
Terms and conditions listed below will be incorporated and made a part of California Participating Addenda. The
State of California reserves the right to add additional terms and conditions to individual Participating Addenda.
A. Terms
1. Information Technology (IT) General Provisions – GSPD401IT, effective 09/05/14.
Document can be viewed at:
http://www.documents.dgs.ca.gov/pd/poliproc/GSPD401IT14_0905.pdf.
2. Cloud Computing Special Provisions for Software as a Service (SaaS), effective 03/15/18.
Document can be viewed at:
http://www.documents.dgs.ca.gov/pd/poliproc/CLOUDCOMPUTINGSERVICESSPECIALPROVISIONS_1
8_0301.docx
B. Administrative Fee
Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement
Unit for the calculated amount equal to one percent (0.01) of the sales for the quarterly period.
Contractor must include the Participating Addendum Number on the check. Those checks submitted to
the State without the Participating Addendum Number will be returned to Contractor for additional
identifying information.
Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Payment Processing
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
The administrative fee shall not be included as an adjustment to Contractor’s NASPO ValuePoint Master
Agreement pricing.
The administrative fee shall not be invoiced or charged to the ordering agency.
Payment of the administrative fee is due irrespective of payment status on orders or service contracts
from a purchasing entity.
Administrative fee checks are due for each quarter as follows:
Reporting Period Due Date
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31
JUL 1 to SEP 30 OCT 31
OCT 1 to DEC 31 JAN 31
Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute
grounds for suspension of the Participating Addendum.
Attachment I - Page 4 of 79
PARTICIPATING ADDENDUM
(hereinafter “Addendum”)
For
NASPO VALUEPOINT Add description of goods & servcies
MASTER AGREEMENT NO. Add contract no.
(hereinafter “Master Agreement”)
Between
Insert Contractor Name
(hereinafter “Contractor”)
and
State of Hawaii
(hereinafter “Participating State”)
State of Hawaii, State Procurement Office (SPO) Price List Contact No. add PL No.
This Addendum will add the State of Hawaii as a Participating State to purchase from the
NASPO ValuePoint Master Agreement Number insert contract number with insert contractor
name.
1. Scope:
This addendum covers NASPO ValuePoint describe services lead by insert lead State
for use by state agencies and other entities located in the Participating State authorized
by the state’s statutes to utilize state contracts.
2. Participation:
All jurisdictions located within the State of Hawaii, which have obtained prior written
approval by its Chief Procurement Officer, will be allowed to purchase from the Master
Agreement. Private nonprofit health or human services organizations with current
purchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103F
are eligible to participate in the SPO price/vendor list contracts upon mutual agreement
between the Contractor and the non-profit. (Each such participating jurisdiction and
participating nonprofit is hereinafter referred to as a “Participating Entity”). Issues of
interpretation and eligibility for participation are solely within the authority of the
Administrator, State Procurement Office.
3. Changes: Replace with specific changes or statements that no changes are required
A. Usage Reports. Contractor shall submit a quarterly gross sales report (including zero
dollar sales) in EXCEL to the contact person listed in the Participating Addendum,
Paragraph 6 (or as amended) in accordance with the following schedule (or as
requested):
Quarter Ending Report Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
Attachment I - Page 5 of 79
The report shall identify each transaction and include the following information:
Department/Agency Name
Date of Purchase
Product/Service Description
Quantity
Unit of Measure
Item No. Part Number (if applicable)
MSRP List Price
NASPO ValuePoint Contract Price
The quarterly report shall also include any adjustment from prior periods (i.e. exchanges
and/or return).
B. The validity of this Addendum, any of its terms or provisions, as well as the right and
duties of the parties in this Addendum, shall be governed by the laws of the State of
Hawaii. A copy of the Attorney General’s General Conditions, which is made a part
of this Addendum, can be found at http://spo.hawaii.gov/wp-
content/uploads/2014/02/103D-General-Conditions.pdf. Any action at law or in
equity to enforce or interpret the provisions of this Addendum shall be brought in a
court of competent jurisdiction in Honolulu, Hawaii.
C. Inspection of Facilities. Pursuant to HRS § 103D-316, the Participating State, at
reasonable times, may inspect the part of the plant or place of business of the
Contractor or any subcontractor that is related to the performance of a Master
Agreement and this Addendum.
D. Campaign Contributions. The Contractor is notified of the applicability of HRS § 11-
355, which prohibits campaign contributions from Contractor during the term of the
Addendum if the contractor is paid with funds appropriated by the Hawaii State
Legislature.
E. Purchases by State of Hawaii government entities under this Master Agreement is
not mandatory. This Addendum is secondary and non-exclusive.
F. The State of Hawaii’s purchasing card (pCard) is required to be used by the State’s
executive departments/agencies (excluding the Department of Education, the
Hawaii Health System Corporation, the Office of Hawaiian Affairs, and the
University of Hawaii) for all orders totaling less than $2,500. For purchases of
$2,500 or more, agencies may use the pCard, subject to its credit limit or issue a
purchase order.
Contractor(s) shall forward original invoice(s), directly to the ordering agency.
General excise tax shall not be applied to the delivery charge.
Pursuant to HRS § 103-10, Participating State and any agency of the Participating
State or any county, shall have thirty (30) calendar days after receipt of invoice or
satisfactory delivery of goods to make payment. Any interest for delinquent
payment shall be as allowed by HRS § 103-10.
Attachment I - Page 6 of 79
G. Pursuant to HRS §103D-310(c), if Contractor is doing business in the Participating
State, Contractor is required to comply with all laws governing entities doing
business in the Participating State, including the following HRS chapters.
1. Chapter 237, General Excise Tax Law;
2. Chapter 383, Hawaii Employment Security Law;
3. Chapter 386, Workers’ Compensation;
4. Chapter 392, Temporary Disability Insurance;
5. Chapter 393, Prepaid Health Care Act; and
A Certificate of Good Standing is required for entities doing business in the State.
The Hawaii Compliance Express (HCE) is utilized for verification of compliance.
The SPO will conduct periodic checks to confirm Contractor’s compliance on HCE
throughout the term of the Addendum.
Alternatively, Contractors not utilizing HCE to demonstrate compliance shall provide
paper certificates to the SPO as instructed below. All certificates must be valid on
the date it is received by the SPO. All applications for applicable clearances are the
responsibility of the Contractor.
HRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-328, HRS,
Contractor shall be required to submit a tax clearance certificate issued by the
Hawaii State Department of Taxation (DOTAX) and the Internal Revenue Service
(IRS). The certificate shall have an original green certified copy stamp and shall be
valid for six (6) months from the most recent approval stamp date on the certificate.
The Tax Clearance Application, Form A-6, and its completion and filing instructions,
are available on the DOTAX website: http://tax.hawaii.gov/forms/.
HRS Chapters 383 (Unemployment Insurance), 386 (Workers’ Compensation), 392
(Temporary Disability Insurance), and 393 (Prepaid Health Care) requirements.
Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificate
of compliance issued by the Hawaii State Department of Labor and Industrial
Relations (DLIR). The certificate is valid for six (6) months from the date of issue. A
photocopy of the certificate is acceptable to the SPO.
The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3-
122-112, HAR, and its filing instructions are available on the DLIR website:
http://labor.hawaii.gov/forms/.
Compliance with Section 103D-310(c), HRS, for an entity doing business in the
State. Contractor shall be required to submit a Certificate of Good Standing (COGS)
issued by the State of Hawaii Department of Commerce and Consumer Affairs
(DCCA) – Business Registration Division (BREG). The Certificate is valid for six (6)
months from date of issue. A photocopy of the certificate is acceptable to the SPO.
To obtain the Certificate, the Offeror must be registered with the BREG. A sole
proprietorship is not required to register with the BREG and is therefore not required
to submit the certificate.
For more information regarding online business registration and the COGS is
available at http://cca.hawaii.gov/breg/.
Attachment I - Page 7 of 79
H. Effective Date and Contract Period. This Addendum is effective upon the date of
execution by the Participating State and shall continue for the term set forth in the
Master Agreement.
4. Licensing
Offerors(Bidders) and Contractors must be properly licensed and capable of performing
the Work as described in the RFP(IFB), at the time of submission of the Proposal(Bid), in
accordance with the Professional and Vocational licensing laws of the state. Contractors
under Participating Addendums must maintain any and all required licenses through the
duration of the contract and Participating Addendum.
5. Lease Agreements:
Leasing is not authorized by this Addendum
6. Primary Contact:
The primary contact individuals for this Addendum are as follows (or their named
successors:
Participating State
Name: Name of purchasing specialist
Address: State Procurement Office
1151 Punchbowl Street, Room 416
Honolulu, HI 96813
Telephone: phone number
Fax: (808) 586-0570
E-Mail: specialist e-mail address
Contractor
Name:
Address:
Telephone:
Fax:
E-Mail:
7. Subcontractors:
Subcontractors are (or are not) allowed under this Addendum.
8. Freight Charges (unless otherwise stated in the master contract):
Prices proposed will be the delivered price to any state agency or political subdivision.
All deliveries will be F.O.B. destination with all transportation and handling charges paid
by the Contractor. Responsibility and liability for loss or damage will remain with
Contractor until final inspection and acceptance when responsibility will pass to the
Buyer except as to latent defects, fraud, and Contractor’s warranty obligations. Any
portion of a full order originally shipped without transportation charges (that failed to ship
with the original order, thereby becoming back-ordered) will also be shipped without
transportation charges.
Attachment I - Page 8 of 79
9. Purchase Order and Payment Instructions:
All purchase orders issued by Participating Entities under this Addendum shall include
the Participating State contract number: SPO Price List Contract No. 16-07 and the
NASPO ValuePoint Master Agreement Number 06913.
Purchase Orders and Payments shall be made to add contractor name or
authorized subcontractors, if any.
10. Participating Entity as Individual Customer:
Each Participating Entity shall be treated as an individual customer. Except to the extent
modified by this Addendum, each Participating Entity will be responsible to follow the
terms and conditions of the Master Agreement; and will have the same rights and
responsibilities for their purchases as the Lead State has in the Master Agreement.
Each Participating Entity will be responsible for its own charges, fees, and liabilities.
Each Participating Entity will have the same rights to any indemnity or to recover any
costs allowed in the Master Agreement for their purchases. The Contractor will apply
the charges to each Participating Entity individually.
11. Entire Contract:
This Addendum, the Master Agreement, and the Attorney General’s General Conditions,
set forth the entire agreement, and all the conditions, understandings, promises,
warranties and representations among the parties with respect to this Addendum and
the Master Agreement, and supersedes any prior communications, representations or
agreements whether, oral or written, with respect to the subject matter hereof.
Terms and conditions inconsistent with, contrary or in addition to the terms and
conditions of this Addendum, the Master Agreement, and the Attorney General’s
General Conditions that are included in any purchase order or other document shall be
void. The terms and conditions of this Addendum, the Master Agreement, and the
Attorney General’s General Conditions, shall govern in the case of any such inconsistent,
contrary, or additional terms.
Attachment I - Page 9 of 79
IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the dates
below.
Participating State: STATE OF HAWAII
Contractor:
Signature:
Signature:
Name: SARAH ALLEN
Name:
Title: Administrator, SPO
Title:
Date:
Date:
APPROVED AS TO FORM:
Deputy Attorney General
Attachment I - Page 10 of 79
1. Participating Addendum executed by the State of Illinois will be designated as available to governmental units in
Illinois. “Governmental unit” means State of Illinois, any State agency as defined in Section 1-15.100 of the
Illinois Procurement Code (30 ILCS 500/), officers of the State of Illinois, any public authority which has the
power to tax, or any other public entity created by statute. 30ILCS 525/.
2. In no event will the total term of any Participating Addendum, including the initial term and any extensions or
amendments, exceed ten (10) years.
3. This contract and all related public records maintained by, provided to, or required to be provided to the State
are subject to the Illinois Freedom of Information Act notwithstanding any provision to the contrary that may be
found in this contract. 5 ILCS 140.
4. Any Participating Addendum executed by the State of Illinois is contingent upon and subject to the availability of
funds. The State of Illinois, at its sole option, may terminate or suspend any Participating Addendum, in whole
or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the Federal
funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are
insufficient for any reason (30 ILCS 500/20-60), (2) the Governor of Illinois decreases the Agency’s funding by
reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the
Illinois General Assembly, that a reduction is necessary or advisable based upon actual or projected budgetary
considerations. Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease.
5. Any claim against any State of Illinois, any State of Illinois agency as defined in Section 1-15.100 of the Illinois
Procurement Code (30 ILCS 500/), or officers of the State of Illinois arising out of any Participating Addendum
must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. Payments, including late payment
charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540;
74 Ill. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State of Illinois. Payment
terms contained in Vendor’s invoices shall have no force or effect. The State of Illinois shall not enter into
binding arbitration to resolve any dispute arising out of any Participating Addendum. The State of Illinois does
not waive sovereign immunity.
6. Illinois may further evaluate the lead state’s awarded contracts to make best value determinations.
7. Registration in the Illinois Procurement Gateway is required before a Participating Addendum with the State of
Illinois may be executed. For information on registration, please visit www.ipg.vendorreg.com.
8. Registration in BidBuy is required before a contract with the State of Illinois can be executed. For information
on registration, please see the BidBuy Vendor Registration Manual.
Attachment I - Page 11 of 79
NASPO ValuePoint
INTENT TO PARTICPATE
Cooperative Contract(s) for
Data Communications Products & Services (2019-2024)
I. PURPOSE
The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate
in multi-state cooperative contract(s) for the Data Communications Products & Services.
II. SCOPE OF THE CONTRACT(S)
The State of Utah is authorized by agreement of the participants to act as the procurement officer in
developing multi-state cooperative contract(s) for Data Communications Products & Services.
The resulting contracts will be permissive contracts.
Administrative Fee
There will be a 0.25% NASPO ValuePoint administrative fee associated with these contracts. It is
anticipated that the individual states will be able to add an administrative fee when the state executes its
Participating Addendum.
III. TERM OF THE CONTRACT
The initial term of the contract will be established for five (5) years from the date of award with options
to extend the contract for (2) two additional years.
IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION
The solicitation and contract development shall be accomplished in compliance with the NASPO
ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative
purchasing program, incorporated herein by reference.
Solicitation Publication Period
Bidders/Offerors will be given at least 40 days after publication to submit proposals.
Solicitation Type and Evaluation Criteria
This RFP will be issued and evaluated in concert with the procurement laws and rules of the State of
Utah by a sourcing team comprised of members from several states.
Award(s)
The solicitation will permit multiple awards.
Attachment I - Page 12 of 79
Additional Requested Information
State Specific Terms and Conditions: If the participating state wishes to include any State specific terms
and conditions with the release of this RFP, please attach those with this Intent to Participate.
Annual Estimated Volume: If your State has an existing contract for this commodity or service, please
indicate your annual volume of spend (including any potential political subdivision usage if available).
Annual State Spend $13,000,000
Annual Political Subdivision Spend included
Total Spend included
State of Montana
Meghan Holmlund
Director Name
406-444-1459 mholmlund@mt.gov
Director Phone Director Email
Director has approved ITP to be submitted? Yes ☒ No ☐
(Click appropriate box)
State Specific T&Cs to be included in RFP? Yes ☒ No ☐
(Click appropriate box)
Tia Snyder
State Point of Contact Name and Title
406-444-3315 tsnyder@mt.gov
Phone Email
Please email completed “Intent to Participate” document by Tuesday, July 10, 2018 to:
Shannon Berry
Cooperative Development Coordinator
NASPO ValuePoint
sberry@naspovaluepoint.org
Attachment I - Page 13 of 79
State Terms and Conditions
ACCESS AND RETENTION OF RECORDS: Contractor agrees to provide the department, Legislative Auditor,
or their authorized agents, access to any records necessary to determine contract compliance. (Section 18-1-
118, MCA). Contractor agrees to create and retain records supporting the services rendered or supplies
delivered for a period of eight years after either the completion date of the contract or the conclusion of any
claim, litigation, or exception relating to the contract taken by the State of Montana or third party.
ASSIGNMENT, TRANSFER AND SUBCONTRACTING: Contractor shall not assign, transfer or subcontract
any portion of the contract without the express written consent of the department. (Section 18-4-141, MCA.)
COMPLIANCE WITH LAWS: Contractor shall, in performance of work under this Contract, fully comply with all
applicable federal, state, or local laws, rules, regulations, and executive orders including but not limited to, the
Montana Human Rights Act, the Equal Pay Act of 1963, the Civil Rights Act of 1964, the Age Discrimination
Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973.
Contractor is the employer for the purpose of providing healthcare benefits and paying any applicable
penalties, fees and taxes under the Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat. 119].
Any subletting or subcontracting by Contractor subjects subcontractors to the same provisions. In accordance
with 49-3-207, MCA, and Executive Order No. 04-2016 Contractor agrees that the hiring of persons to perform
this Contract will be made on the basis of merit and qualifications and there will be no discrimination based on
race, color, sex, pregnancy, childbirth or medical conditions related to pregnancy or childbirth, political or
religious affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation,
gender identity or expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status by the persons performing this Contract.
HOLD HARMLESS/INDEMNIFICATION: Contractor agrees to protect, defend, and save the State, its elected
and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless
from and against all claims, demands, causes of action of any kind or character, including the cost of defense
thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries,
death, or damage to property arising out of services performed or omissions of services or in any way resulting
from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns,
subcontractors, except the sole negligence of the State, under this agreement.
REDUCTION OF FUNDING: State must by law terminate this Contract if funds are not appropriated or
otherwise made available to support State's continuation of performance of this Contract in a subsequent fiscal
period. (18-4-313(4), MCA) If state or federal government funds are not appropriated or otherwise made
available through the state budgeting process to support continued performance of this Contract (whether at an
initial contract payment level or any contract increases to that initial level) in subsequent fiscal periods, State
shall terminate this Contract as required by law. State shall provide Contractor the date State's termination
shall take effect. State shall not be liable to Contractor for any payment that would have been payable had the
Contract not been terminated under this provision. As stated above, State shall be liable to Contractor only for
the payment, or prorated portion of that payment, owed to Contractor up to the date State's termination takes
effect. This is Contractor's sole remedy. State shall not be liable to Contractor for any other payments or
damages arising from termination under this section, including but not limited to general, special, or
consequential damages such as lost profits or revenues.
VENUE: This solicitation is governed by the laws of Montana. The parties agree that any litigation concerning
this bid, request for proposal, limited solicitation, or subsequent contract, must be brought in the First Judicial
District in and for the County of Lewis and Clark, State of Montana, and each party shall pay its own costs and
attorney fees. (Section 18-1-401, MCA.)
TAX EXEMPTION: State of Montana is exempt from Federal Excise Taxes (#81-0302402) except as otherwise
provided in the federal Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat. 119].
STATE OF MONTANA ADMINISTRATIVE FEE: The State of Montana assesses an Administrative Fee of one
and one-half percent (1.50%) for all net sales (sales less credits and returns) made under this PA. The prices
Attachment I - Page 14 of 79
paid to Contractor must include the 1.5% Administrative Fee. The Contractor shall remit this Administrative Fee
concurrent with the Required Usage Reporting described below. The Administrative Fee must be submitted by
ACH along with email notification to the State of Montana Contracts Officer. This Administrative Fee is effective
upon execution of this Participating Addendum.
REQUIRED REPORTING: Contractor shall submit quarterly reports to the Contracts Officer (CO) assigned by
the State to manage this contract. Contractor shall provide CO with an electronic usage report (Excel), which
must list the following information at the minimum: purchasing entity; description of items purchased; date of
purchase; contract price; and the extended price for each transaction. These reports are due no more than 30
days after the end of the quarter.
First Quarter: July 1 through September 30
Second Quarter: October 1 through December 31
Third Quarter: January 1 through March 31
Fourth Quarter: April 1 through June 30
Attachment I - Page 15 of 79
Federal Terms and Conditions
(Non-Construction)
1. NONDISCRIMINATION
The Contractor agrees that no person shall be denied benefits of, or otherwise be subjected to discrimination in
connection with the Contractor’s performance under this contract, on the ground of race, religion, color, national origin, sex
or handicap. Accordingly, and to the extent applicable, the Contractor agrees to comply with the following:
a. On the basis of race, color or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d
et seq.) as implemented by DoD regulations at 32 CFR part 195.
b. On the basis of race, color, religion, sex, or national origin, in Executive Order 11246 {3 CFR, 1964-
1965 Comp. pg. 339}, as implemented by Department of Labor regulations at 41 CFR part 60.
c. On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et
seq.), as implemented by DoD regulations at 32 CFR part 196.
d. On the basis of age, in The Age Discrimination Act of 1975 (42 U.S.C. Section 6101 et seq.), as
implemented by Department of Health and Human Services regulations at 45 CFR part 90.
e. On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as
implemented by Department of Justice regulations at 28 CFR part 41 and DoD regulations at 32 CFR part 56.
2. LOBBYING
a. The Contractor agrees that it will not expend any funds appropriated by Congress to pay any person for
influencing or attempting to influence an officer or employee of any agency, or a Member of Congress in connection with
any of the following covered Federal actions: the awarding of any Federal contract; the making of any Federal grant; the
making of any Federal loan; the entering into of any cooperative agreement; and, the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
b. The Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget and
the Department of Defense (32 CFR Part 28) to implement the provisions of Section 319 of Public Law 101-
121 (31 U.S.C. Section 1352) is incorporated by reference and the State agrees to comply with all the
provisions thereof, including any amendments to the Interim Final Rule that may hereafter be issued.
3. DRUG-FREE WORK PLACE
The Contractor agrees to comply with the requirements regarding drug-free workplace requirements in Subpart
B of 32 CFR part 26, which implements sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Public Law 100-690,
Title V, Subtitle D; 41 U.S.C. 701, et seq.).
4. ENVIRONMENTAL PROTECTION
a. The Contractor agrees that its performance under this contract shall comply with:
(1) The requirements of Section 114 of the Clean Air Act (42 U.S.C. Section 7414);
(2) Section 308 of the Federal Water Pollution Control Act (33 U.S.C. Section 1318), that relates generally to
inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued thereunder;
(3) The Resources Conservation and Recovery Act (RCRA);
(4) The Comprehensive Environmental Response, Compensation and Liabilities Act (CERCLA);
(5) The National Environmental Policy Act (NEPA);
(6) The Solid Waste Disposal Act (SWDA);
(7) The applicable provisions of the Clean Air Act (42 U.S.C. 7401, et seq.) and Clean Water Act (33 U.S.C. 1251,
et seq.), as implemented by Executive Order 11738 and Environmental Protection Agency (EPA) rules at 40 CFR Part 31;
(8) To identify any impact this contract may have on the quality of the human environment and provide help
as needed to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C. 4321, et seq.) and any applicable
federal, state or local environmental regulation.
b. In accordance with the EPA rules, the parties further agree that the Contractor shall also identify to the state
any impact this contract may have on:
(1) The quality of the human environment, and provide help the agency may need to comply with the National
Environmental Policy Act (NEPA, at 42 U.S.C 4321, et seq.) and to prepare Environment Impact Statements or other
required environmental documentation. In such cases, the recipient agrees to take no action that will have an adverse
Attachment I - Page 16 of 79
environmental impact (e.g., physical disturbance of a site such as breaking of ground) until the agency provides written
notification of compliance with the environmental impact analysis process.
(2) Flood-prone areas, and provide help the agency may need to comply with the National Flood Insurance Act
of 1968 and Flood Disaster Protection Act of 1973 (42 U.S.C. 4001, et seq.), which require flood insurance, when
available, for federally assisted construction or acquisition in flood-prone areas.
(3) Coastal zones, and provide help the agency may need to comply with the Coastal Zone Management Act of
1972 (16 U.S.C. 1451, et seq.), concerning protection of U.S. coastal resources.
(4) Coastal barriers, and provide help the agency may need to comply with the Coastal Barriers Resource Act
(16 U.S.C. 3501 et seq.), concerning preservation of barrier resources.
(5) Any existing or proposed component of the National Wild and Scenic Rivers System, and provide help the
agency may need to comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.).
Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking water source,
and provide help the agency may need to comply with the Safe Drinking Water Act (42 U.S.C 300H-3).
(6) Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking work
source, and provide help the agency may need to comply with the Safe Drinking Water Act (42 U.S.C 300H-3)
5. USE OF UNITED STATES FLAG VESSELS
a. The Contactor agrees that travel under this contract shall use U.S.-flag air carriers ( air carriers holding
certificates under 49 U.S.C. 41102) for international air transportation of people and property to the extent that such
service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49
U.S.C. 40118) and the inter-operative guidelines issued by the Comptroller General of the United States in the March 31,
1981, amendment to Comptroller General Decision B138942.
b. The Contactor agrees that it will comply with the Cargo Preference Act of 1954 (46 U.S.C. 1241), as
implemented by Department of Transportation regulation at 46 CFR 381.7, and 46 CFR 381.7(b).
6. DEBARMENT AND SUSPENSION
a. The Contractor shall not make any award or permit any award (sub-contract or contract) at any tier to any party
which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs
under Executive Order 12549, "Debarment and Suspension.
b. The Contractor agrees to comply with the requirements regarding debarment and suspension in Subpart C of
the OMB guidance in 2 CFR part 180, as implemented by the DoD in 2 CFR part 1125. The Contractor shall comply with 2
CFR Part 1125 by checking the Excluded Parties List System (EPLS) at www.sam.gov to verify Contractor eligibility to
receive contracts and subcontracts resulting from this Agreement. The Contractor shall not solicit offers from, nor
award contracts to Contractors listed in EPLS. This verification shall be documented in the Contractor’s contract files,
and shall be subject to audit by federal/State audit agencies
The Contractor agrees to communicate the requirement to comply with Subpart C to persons at the
next lower tier with whom the Contractor enters into transactions that are “covered transactions” under
Subpart B of 2 CFR part 180 and the DoD implementation in 2 CFR part 1125.
7. BUY AMERICAN ACT
The Contractor agrees that it will not expend any funds appropriated by Congress without complying with The Buy
American Act (41 U.S.C. 10a et seq). The Buy American Act gives preference to domestic end products and domestic
construction material. In addition, the Memorandum of Understanding between the United States of America and the
European Economic Community on Government Procurement, and the North American Free Trade Agreement (NAFTA),
provide that EEC and NAFTA end products and construction materials are exempted from application of the Buy American
Act.
8. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY POLICES
The Contractor agrees that it will comply with CFR 49 part 24, which implements the provisions of the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.) and provides for fair and
equitable treatment of persons displaced by federally assisted programs or persons whose property is acquired as a result of
such programs.
Attachment I - Page 17 of 79
9. COPELAND "ANTI-KICKBACK" ACT
The Contractor agrees that it will comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3). As applied to this contract, the Copeland "Anti-Kickback" Act makes it
unlawful to induce, by force, intimidation, threat or procuring dismissal from employment, or otherwise, any person
employed in the construction or repair of public buildings or public works, financed in whole or in part by the United States,
to give up any part of the compensation to which that person is entitled under a contract of employment.
10. CONTRACT WORK HOURS AND SAFETY STANDARDS
The Contractor agrees that it will comply with Sections 103 and 107 of the Contract Work Hours and Safety
Standards Act.(40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). As applied to this
agreement, the Contract Work Hours and Safety Standards Act specifies that no laborer or mechanic doing any part of the
work contemplated by this agreement shall be required or permitted to work more than 40 hours in any workweek unless
paid for all additional hours at not less than 1 1/2 times the basic rate of pay.
11. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
Any discovery or invention that arises during the course of the contract shall be reported to the non-Federal
entity. Contractor must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
implementing regulations issued by the awarding agency.
12. CLEAN AIR ACT (42 U.S.C. 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33
U.S.C. 1251-1387), AS AMENDED
Any Contract or subcontract in excess of $150,000 must comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as
amended (33 U.S.C. 1251-1387). Violations must be reported to the State who in turn will report to the Federal awarding
agency and the Regional Office of the Environmental Protection Agency (EPA).
13. BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352)
Contractors that bid for an award exceeding $100,000 must file the required certification. Each tier certifies to
the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee
of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-
Federal award.
14. PROCUREMENT OF RECOVERED MATERIALS
Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines
of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the
item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery; and establishing an
affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
Attachment I - Page 18 of 79
State of New Jersey Standard Terms and Conditions
(Rev: 5/8/18)
1. STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT
Unless the bidder/offeror is specifically instructed otherwise in the Request for Proposals (RFP),
the following terms and conditions shall apply to all contracts or purchase agreements made with
the State of New Jersey. These terms are in addition to the terms and conditions set forth in the
RFP and should be read in conjunction with same unless the RFP specifically indicates otherwise.
In the event that the bidder/offeror would like to present terms and conditions that are in conflict
with either these terms and conditions or those set forth in the RFP, the bidder/offeror must
present those conflicts during the Question and Answer period for the State to consider. Any
conflicting terms and conditions that the State is willing to accept will be reflected in an addendum
to the RFP. The State's terms and conditions shall prevail over any conflicts set forth in a
bidder/offeror's Proposal that were not submitted through the question and answer process and
approved by the State. Nothing in these terms and conditions shall prohibit the Director of the
Division of Purchase and Property (Director) from amending a contract when the Director
determines it is in the best interests of the State.
1.1 CONTRACT TERMS CROSSWALK
NJSTART Term Equivalent Existing New Jersey Term
Bid/Bid Solicitation RFP/Solicitation
Bid Amendment Addendum
Change Order Contract Amendment
Master Blanket Purchase Order (Blanket P.O.) Contract
Offer and Acceptance Page Signatory Page
Quote Proposal
Vendor Bidder/Contractor
2. STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS
The statutes, laws or codes cited herein are available for review at the New Jersey State Library,
185 West State Street, Trenton, New Jersey 08625.
2.1 BUSINESS REGISTRATION
Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity
unless the bidder and each subcontractor named in the proposal have a valid Business Registration
Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in
a bid or other proposal shall provide a copy of its business registration to the bidder who shall
provide it to the State.
The contractor shall maintain and submit to the State a list of subcontractors and their addresses
that may be updated from time to time with the prior written consent of the Director during the course
of contract performance. The contractor shall submit to the State a complete and accurate list of
all subcontractors used and their addresses before final payment is made under the contract.
Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business
registration, or that provides false business registration information, shall be liable for a penalty of
$25 for each day of violation, not to exceed $50,000 for each business registration copy not properly
provided under a contract with a contracting agency.
The contractor and any subcontractor providing goods or performing services under the contract,
and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of
the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the “Sales
and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:32B-1 et seq.) on all sales of tangible personal
property delivered into the State. Any questions in this regard can be directed to the Division of
Attachment I - Page 19 of 79
Revenue at (609) 292-1730. Form NJ-REG can be filed online at
http://www.state.nj.us/treasury/revenue/busregcert.shtml.
2.2 ANTI-DISCRIMINATION
All parties to any contract with the State agree not to discriminate in employment and agree to abide
by all anti-discrimination laws including those contained within N.J.S.A. 10:2-1 through N.J.S.A.
10:2-4, N.J.S.A. 10:5-1 et seq. and N.J.S.A. 10:5-31 through 10:5-38, and all rules and regulations
issued thereunder are hereby incorporated by reference. The agreement to abide by the provisions
of N.J.S.A. 10:5-31 through 10:5-38 include those provisions indicated for Goods, Professional
Service and General Service Contracts (Exhibit A, attached) and Constructions Contracts (Exhibit
B and Executive Order 151, August 28, 2009, attached) as appropriate.
The contractor or subcontractor, where applicable, agrees to comply with any regulations
promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented
from time to time.
2.3 PREVAILING WAGE ACT
The New Jersey Prevailing Wage Act, N.J.S.A. 34: 11-56.25 et seq. is hereby made part of every
contract entered into on behalf of the State of New Jersey through the Division of Purchase and
Property, except those contracts which are not within the contemplation of the Act. The bidder's
signature on [this proposal] is his/her guarantee that neither he/she nor any subcontractors he/she
might employ to perform the work covered by [this proposal] has been suspended or debarred by
the Commissioner, Department of Labor and Workforce Development for violation of the provisions
of the Prevailing Wage Act and/or the Public Works Contractor Registration Acts; the bidder’s
signature on the proposal is also his/her guarantee that he/she and any subcontractors he/she
might employ to perform the work covered by [this proposal] shall comply with the provisions of the
Prevailing Wage and Public Works Contractor Registration Acts, where required.
2.4 AMERICANS WITH DISABILITIES ACT
The contractor must comply with all provisions of the Americans with Disabilities Act (ADA), P.L
101-336, in accordance with 42 U.S.C. 12101, et seq.
2.5 MACBRIDE PRINCIPLES
The bidder must certify pursuant to N.J.S.A. 52:34-12.2 that it either has no ongoing business
activities in Northern Ireland and does not maintain a physical presence therein or that it will take
lawful steps in good faith to conduct any business operations it has in Northern Ireland in
accordance with the MacBride principles of nondiscrimination in employment as set forth in N.J.S.A.
52:18A-89.5 and in conformance with the United Kingdom’s Fair Employment (Northern Ireland)
Act of 1989, and permit independent monitoring of their compliance with those principles.
2.6 PAY TO PLAY PROHIBITIONS
Pursuant to N.J.S.A. 19:44A-20.13 et seq. (P.L. 2005, c. 51), and specifically, N.J.S.A. 19:44A-
20.21, it shall be a breach of the terms of the contract for the business entity to:
A. Make or solicit a contribution in violation of the statute;
B. Knowingly conceal or misrepresent a contribution given or received;
C. Make or solicit contributions through intermediaries for the purpose of concealing or
misrepresenting the source of the contribution;
D. Make or solicit any contribution on the condition or with the agreement that it will be
contributed to a campaign committee or any candidate of holder of the public office of
Governor or Lieutenant Governor, or to any State or county party committee;
Attachment I - Page 20 of 79
E. Engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist
or consultant would make or solicit any contribution, which if made or solicited by the
business entity itself, would subject that entity to the restrictions of the Legislation;
F. Fund contributions made by third parties, including consultants, attorneys, family members,
and employees;
G. Engage in any exchange of contributions to circumvent the intent of the Legislation; or
H. Directly or indirectly through or by any other person or means, do any act which would
subject that entity to the restrictions of the Legislation.
2.7 POLITICAL CONTRIBUTION DISCLOSURE
The contractor is advised of its responsibility to file an annual disclosure statement on political
contributions with the New Jersey Election Law Enforcement Commission (ELEC), pursuant to
N.J.S.A. 19:44A-20.27 (P.L. 2005, c. 271, §3 as amended) if in a calendar year the contractor
receives one (1) or more contracts valued at $50,000.00 or more. It is the contractor’s responsibility
to determine if filing is necessary. Failure to file can result in the imposition of penalties by ELEC.
Additional information about this requirement is available from ELEC by calling 1(888)313-3532 or
on the internet at http://www.elec.state.nj.us/.
2.8 STANDARDS PROHIBITING CONFLICTS OF INTEREST
The following prohibitions on contractor activities shall apply to all contracts or purchase
agreements made with the State of New Jersey, pursuant to Executive Order No. 189 (1988).
No vendor shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission,
compensation, gift, gratuity, or other thing of value of any kind to any State officer or employee or
special State officer or employee, as defined by N.J.S.A. 52:13D-13b. and e., in the Department of
the Treasury or any other agency with which such vendor transacts or offers or proposes to transact
business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13i., of any
such officer or employee, or partnership, firm or corporation with which they are employed or
associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52:
13D-13g;
The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any
State officer or employee or special State officer or employee from any State vendor shall be
reported in writing forthwith by the vendor to the New Jersey Office of the Attorney General and the
Executive Commission on Ethical Standards;
No vendor may, directly or indirectly, undertake any private business, commercial or entrepreneurial
relationship with, whether or not pursuant to employment, contract or other agreement, express or
implied, or sell any interest in such vendor to, any State officer or employee or special State officer
or employee having any duties or responsibilities in connection with the purchase, acquisition or
sale of any property or services by or to any State agency or any instrumentality thereof, or with
any person, firm or entity with which he/she is employed or associated or in which he/she has an
interest within the meaning of N.J.S.A. 52:13D-13g. Any relationships subject to this provision shall
be reported in writing forthwith to the Executive Commission on Ethical Standards, which may grant
a waiver of this restriction upon application of the State officer or employee or special State officer
or employee upon a finding that the present or proposed relationship does not present the potential,
actuality or appearance of a conflict of interest;
No vendor shall influence, or attempt to influence or cause to be influenced, any State officer or
employee or special State officer or employee in his/her official capacity in any manner which might
tend to impair the objectivity or independence of judgment of said officer or employee;
Attachment I - Page 21 of 79
No vendor shall cause or influence, or attempt to cause or influence, any State officer or employee
or special State officer or employee to use, or attempt to use, his/her official position to secure
unwarranted privileges or advantages for the vendor or any other person; and
The provisions cited above in paragraphs 2.8a through 2.8e shall not be construed to prohibit a
State officer or employee or Special State officer or employee from receiving gifts from or
contracting with vendors under the same terms and conditions as are offered or made available to
members of the general public subject to any guidelines the Executive Commission on Ethical
Standards may promulgate under paragraph 3c of Executive Order No. 189.
2.9 NOTICE TO ALL CONTRACTORS SET-OFF FOR STATE TAX NOTICE
Pursuant to N.J.S.A. 54:49-19, effective January 1, 1996, and notwithstanding any provision of the
law to the contrary, whenever any taxpayer, partnership or S corporation under contract to provide
goods or services or construction projects to the State of New Jersey or its agencies or
instrumentalities, including the legislative and judicial branches of State government, is entitled to
payment for those goods or services at the same time a taxpayer, partner or shareholder of that
entity is indebted for any State tax, the Director of the Division of Taxation shall seek to set off that
taxpayer’s or shareholder’s share of the payment due the taxpayer, partnership, or S corporation.
The amount set off shall not allow for the deduction of any expenses or other deductions which
might be attributable to the taxpayer, partner or shareholder subject to set-off under this act.
The Director of the Division of Taxation shall give notice to the set-off to the taxpayer and provide
an opportunity for a hearing within 30 days of such notice under the procedures for protests
established under R.S. 54:49-18. No requests for conference, protest, or subsequent appeal to the
Tax Court from any protest under this section shall stay the collection of the indebtedness. Interest
that may be payable by the State, pursuant to P.L. 1987, c.184 (c.52:32-32 et seq.), to the taxpayer
shall be stayed.
2.10 COMPLIANCE - LAWS
The contractor must comply with all local, State and Federal laws, rules and regulations applicable
to this contract and to the goods delivered and/or services performed hereunder.
2.11 COMPLIANCE - STATE LAWS
It is agreed and understood that any contracts and/or orders placed as a result of [this proposal]
shall be governed and construed and the rights and obligations of the parties hereto shall be
determined in accordance with the laws of the State of New Jersey.
2.12 WARRANTY OF NO SOLICITATION ON COMMISSION OR CONTINGENT FEE BASIS
The contractor warrants that no person or selling agency has been employed or retained to solicit
or secure the contract upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee, except bona fide employees or bona fide established commercial or
selling agencies maintained by the contractor for the purpose of securing business. If a breach or
violation of this section occurs, the State shall have the right to terminate the contract without liability
or in its discretion to deduct from the contract price or consideration the full amount of such
commission, percentage, brokerage or contingent fee.
3. STATE LAW REQUIRING MANDATORY COMPLIANCE BY CONTRACTORS UNDER CIRCUMSTANCES
SET FORTH IN LAW OR BASED ON THE TYPE OF CONTRACT
3.1 COMPLIANCE - CODES
The contractor must comply with NJUCC and the latest NEC70, B.O.C.A. Basic Building code,
OSHA and all applicable codes for this requirement. The contractor shall be responsible for securing
and paying all necessary permits, where applicable.
3.2 PUBLIC WORKS CONTRACTOR REGISTRATION ACT
The New Jersey Public Works Contractor Registration Act requires all contractors, subcontractors
and lower tier subcontractor(s) who engage in any contract for public work as defined in N.J.S.A.
Attachment I - Page 22 of 79
34:11-56.26 be first registered with the New Jersey Department of Labor and Workforce
Development pursuant to N.J.S.A. 34:11-56.51. Any questions regarding the registration process
should be directed to the Division of Wage and Hour Compliance at (609) 292-9464.
3.3 PUBLIC WORKS CONTRACT - ADDITIONAL AFFIRMATIVE ACTION REQUIREMENTS
N.J.S.A. 10:2-1 requires that during the performance of this contract, the contractor must agree as
follows:
A. In the hiring of persons for the performance of work under this contract or any subcontract
hereunder, or for the procurement, manufacture, assembling or furnishing of any such
materials, equipment, supplies or services to be acquired under this contract, no contractor,
nor any person acting on behalf of such contractor or subcontractor, shall, by reason of race,
creed, color, national origin, ancestry, marital status, gender identity or expression,
affectional or sexual orientation or sex, discriminate against any person who is qualified and
available to perform the work to which the employment relates;
B. No contractor, subcontractor, nor any person on his/her behalf shall, in any manner,
discriminate against or intimidate any employee engaged in the performance of work under
this contract or any subcontract hereunder, or engaged in the procurement, manufacture,
assembling or furnishing of any such materials, equipment, supplies or services to be
acquired under such contract, on account of race, creed, color, national origin, ancestry,
marital status, gender identity or expression, affectional or sexual orientation or sex;
C. There may be deducted from the amount payable to the contractor by the contracting public
agency, under this contract, a penalty of $50.00 for each person for each calendar day
during which such person is discriminated against or intimidated in violation of the provisions
of the contract; and
D. This contract may be canceled or terminated by the contracting public agency, and all
money due or to become due hereunder may be forfeited, for any violation of this section of
the contract occurring after notice to the contractor from the contracting public agency of
any prior violation of this section of the contract.
N.J.S.A. 10:5-33 and N.J.A.C. 17:27-3.5 require that during the performance of this contract, the
contractor must agree as follows:
A. The contractor or subcontractor, where applicable, will not discriminate against any employee
or applicant for employment because of age, race, creed, color, national origin, ancestry, marital
status, affectional or sexual orientation, gender identity or expression, disability, nationality or
sex. Except with respect to affectional or sexual orientation and gender identity or expression,
the contractor will take affirmative action to ensure that such applicants are recruited and
employed, and that employees are treated during employment, without regard to their age, race,
creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender
identity or expression, disability, nationality or sex. Such action shall include, but not be limited
to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the contracting
officer setting forth the provisions of this nondiscrimination clause;
B. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for
employees placed by or on behalf of the contractor, state that all qualified applicants will receive
consideration for employment without regard to age, race, creed, color, national origin, ancestry,
marital status, affectional or sexual orientation, gender identity or expression, disability,
nationality or sex;
Attachment I - Page 23 of 79
C. The contractor or subcontractor where applicable, will send to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract
or understanding, a notice, to be provided by the agency contracting officer, advising the labor
union or workers' representative of the contractor's commitments under this act and shall post
copies of the notice in conspicuous places available to employees and applicants for
employment, N.J.A.C. 17:27-3.7 requires all contractors and subcontractors, if any, to further
agree as follows:
1. The contractor or subcontractor agrees to make good faith efforts to meet targeted county
employment goals established in accordance with N.J.A.C. 17:27-5.2;
2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment
agencies including, but not limited to, employment agencies, placement bureaus, colleges,
universities, and labor unions, that it does not discriminate on the basis of age, race, creed,
color, national origin, ancestry, marital status, affectional or sexual orientation, gender
identity or expression, disability, nationality or sex, and that it will discontinue the use of any
recruitment agency which engages in direct or indirect discriminatory practices;
3. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary,
to assure that all personnel testing conforms with the principles of job-related testing, as
established by the statutes and court decisions of the State of New Jersey and as
established by applicable Federal law and applicable Federal court decisions; and
4. In conforming with the targeted employment goals, the contractor or subcontractor agrees
to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure
that all such actions are taken without regard to age, race, creed, color, national origin,
ancestry, marital status, affectional or sexual orientation, gender identity or expression,
disability, nationality or sex, consistent with the statutes and court decisions of the State of
New Jersey, and applicable Federal law and applicable Federal court decisions.
3.4 BUILDING SERVICE
Pursuant to N.J.S.A. 34:11-56.58 et seq., in any contract for building services, as defined in N.J.S.A.
34:11-56.59, the employees of the contractor or subcontractors shall be paid prevailing wage for
building services rates, as defined in N.J.S.A. 34:11.56.59. The prevailing wage shall be adjusted
annually during the term of the contract.
3.5 THE WORKER AND COMMUNITY RIGHT TO KNOW ACT
The provisions of N.J.S.A. 34:5A-1 et seq. which require the labeling of all containers of hazardous
substances are applicable to this contract. Therefore, all goods offered for purchase to the State
must be labeled by the contractor in compliance with the provisions of the statute.
3.6 SERVICE PERFORMANCE WITHIN U.S.
Under N.J.S.A. 52:34-13.2, all contracts primarily for services awarded by the Director shall be
performed within the United States, except when the Director certifies in writing a finding that a
required service cannot be provided by a contractor or subcontractor within the United States and
the certification is approved by the State Treasurer.
A shift to performance of services outside the United States during the term of the contract shall be
deemed a breach of contract. If, during the term of the contract, the contractor or subcontractor,
proceeds to shift the performance of any of the services outside the United States, the contractor
shall be deemed to be in breach of its contract, which contract shall be subject to termination for
cause pursuant to Section 5.7(b) (1) of the Standard Terms and Conditions, unless previously
approved by the Director and the Treasurer.
Attachment I - Page 24 of 79
3.7 BUY AMERICAN
Pursuant to N.J.S.A. 52:32-1, if manufactured items or farm products will be provided under this
contract to be used in a public work, they shall be manufactured or produced in the United States
and the contractor shall be required to so certify.
4. INDEMNIFICATION AND INSURANCE
4.1 INDEMNIFICATION
The contractor’s liability to the State and its employees in third party suits shall be as follows:
A. Indemnification for Third Party Claims - The contractor shall assume all risk of and
responsibility for, and agrees to indemnify, defend, and save harmless the State of New
Jersey and its employees from and against any and all claims, demands, suits, actions,
recoveries, judgments and costs and expenses in connection therewith which shall arise
from or result directly or indirectly from the work and/or materials supplied under this
contract, including liability of any nature or kind for or on account of the use of any
copyrighted or uncopyrighted composition, secret process, patented or unpatented
invention, article or appliance furnished or used in the performance of this contract;
B. The contractor’s indemnification and liability under subsection (a) is not limited by, but is in
addition to the insurance obligations contained in Section 4.2 of these Terms and
Conditions; and
C. In the event of a patent and copyright claim or suit, the contractor, at its option, may: (1)
procure for the State of New Jersey the legal right to continue the use of the product; (2)
replace or modify the product to provide a non-infringing product that is the functional
equivalent; or (3) refund the purchase price less a reasonable allowance for use that is
agreed to by both parties.
4.2 INSURANCE
The contractor shall secure and maintain in force for the term of the contract insurance as provided
herein. All required insurance shall be provided by insurance companies with an A-VIII or better
rating by A.M. Best & Company. All policies must be endorsed to provide 30 days’ written notice of
cancellation or material change to the State of New Jersey at the address shown below. If the
contractor’s insurer cannot provide 30 days written notice, then it will become the obligation of the
contractor to provide the same. The contractor shall provide the State with current certificates of
insurance for all coverages and renewals thereof. Renewal certificates shall be provided within 30
days of the expiration of the insurance. The contractor shall not begin to provide services or goods
to the State until evidence of the required insurance is provided. The certificates of insurance shall
indicate the contract number or purchase order number and title of the contract in the Description
of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of
Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625
in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the
State at:
ccau.certificate@treas.nj.gov
The insurance to be provided by the contractor shall be as follows:
A. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum
limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury
and property damage. The above required Commercial General Liability Insurance policy or
its equivalent shall name the State, its officers, and employees as “Additional Insureds” and
include the blanket additional insured endorsement or its equivalent. The coverage to be
provided under these policies shall be at least as broad as that provided by the standard
basic Commercial General Liability Insurance occurrence coverage forms or its equivalent
Attachment I - Page 25 of 79
currently in use in the State of New Jersey, which shall not be circumscribed by any
endorsement limiting the breadth of coverage;
B. Automobile Liability Insurance which shall be written to cover any automobile used by the
insured. Limits of liability for bodily injury and property damage shall not be less than
$1,000,000 per occurrence as a combined single limit. The State must be named as an
“Additional Insured” and a blanket additional insured endorsement or its equivalent must be
provided when the services being procured involve vehicle use on the State’s behalf or on
State controlled property;
C. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and
Employers Liability Insurance with limits not less than:
1. $1,000,000 BODILY INJURY, EACH OCCURRENCE;
2. $1,000,000 DISEASE EACH EMPLOYEE; and
3. $1,000,000 DISEASE AGGREGATE LIMIT.
A. This $1,000,000 amount may have been raised by the RFP when deemed necessary
by the Director; and
B. In the case of a contract entered into pursuant to N.J.S.A. 52:32-17 et seq., (small
business set asides) the minimum amount of insurance coverage in subsections a.,
b., and c. above may have been lowered in the RFP for certain commodities when
deemed in the best interests of the State by the Director.
5. TERMS GOVERNING ALL CONTRACTS
5.1 CONTRACTOR IS INDEPENDENT CONTRACTOR
The contractor's status shall be that of any independent contractor and not as an employee of the
State.
5.2 CONTRACT AMOUNT
The estimated amount of the contract(s), when stated on the RFP form, shall not be construed as
either the maximum or minimum amount which the State shall be obliged to order as the result of
the RFP or any contract entered into as a result of the RFP.
5.3 CONTRACT TERM AND EXTENSION OPTION
If, in the opinion of the Director, it is in the best interest of the State to extend a contract, the
contractor shall be so notified of the Director’s Intent at least 30 days prior to the expiration date of
the existing contract. The contractor shall have 15 calendar days to respond to the Director's
request to extend the term and period of performance of the contract. If the contractor agrees to the
extension, all terms and conditions including pricing of the original contract shall apply unless more
favorable terms for the State have been negotiated.
5.4 STATE’S OPTION TO REDUCE SCOPE OF WORK
The State has the option, in its sole discretion, to reduce the scope of work for any deliverable, task
or subtask called for under this contract. In such an event, the Director shall provide to the contractor
advance written notice of the change in scope of work and what the Director believes should be the
corresponding adjusted contract price. Within five (5) business days of receipt of such written notice,
if either is applicable:
A. If the contractor does not agree with the Director’s proposed adjusted contract price, the
contractor shall submit to the Director any additional information that the contractor believes
impacts the adjusted contract price with a request that the Director reconsider the proposed
adjusted contract price. The parties shall negotiate the adjusted contract price. If the parties
are unable to agree on an adjusted contract price, the Director shall make a prompt decision
Attachment I - Page 26 of 79
taking all such information into account, and shall notify the contractor of the final adjusted
contract price; and
B. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is
being changed or eliminated such that it would not be compensated under the adjusted
contract, the contractor shall be compensated for such work effort according to the
applicable portions of its price schedule and the contractor shall submit to the Director an
itemization of the work effort already completed by deliverable, task or subtask within the
scope of work, and any additional information the Director may request. The Director shall
make a prompt decision taking all such information into account, and shall notify the
contractor of the compensation to be paid for such work effort.
5.5 CHANGE IN LAW
Whenever a change in applicable law or regulation affects the scope of work, the Director shall
provide written notice to the contractor of the change and the Director’s determination as to the
corresponding adjusted change in the scope of work and corresponding adjusted contract price.
Within five (5) business days of receipt of such written notice, if either is applicable:
A. If the contractor does not agree with the adjusted contract price, the contractor shall submit
to the Director any additional information that the contractor believes impacts the adjusted
contract price with a request that the Director reconsider the adjusted contract price. The
Director shall make a prompt decision taking all such information into account, and shall
notify the contractor of the final adjusted contract price; and
B. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is
being changed or eliminated such that it would not be compensated under the adjusted
contract, the contractor shall be compensated for such work effort according to the
applicable portions of its price schedule and the contractor shall submit to the Director an
itemization of the work effort already completed by deliverable, task or subtask within the
scope of work, and any additional information the Director may request. The Director shall
make a prompt decision taking all such information into account, and shall notify the
contractor of the compensation to be paid for such work effort.
5.6 SUSPENSION OF WORK
The State may, for valid reason, issue a stop order directing the contractor to suspend work under
the contract for a specific time. The contractor shall be paid for goods ordered, goods delivered, or
services requested and performed until the effective date of the stop order. The contractor shall
resume work upon the date specified in the stop order, or upon such other date as the State
Contract Manager may thereafter direct in writing. The period of suspension shall be deemed added
to the contractor's approved schedule of performance. The Director shall make an equitable
adjustment, if any is required, to the contract price. The contractor shall provide whatever
information that Director may require related to the equitable adjustment.
5.7 TERMINATION OF CONTRACT
A. For Convenience:
Notwithstanding any provision or language in this contract to the contrary, the Director may
terminate this contract at any time, in whole or in part, for the convenience of the State, upon
no less than 30 days written notice to the contractor;
B. For Cause:
1. Where a contractor fails to perform or comply with a contract or a portion thereof, and/or
fails to comply with the complaints procedure in N.J.A.C. 17:12-4.2 et seq., the Director
may terminate the contract, in whole or in part, upon ten (10) days’ notice to the
contractor with an opportunity to respond; and
Attachment I - Page 27 of 79
2. Where in the reasonable opinion of the Director, a contractor continues to perform a
contract poorly as demonstrated by e.g., formal complaints, late delivery, poor
performance of service, short-shipping, so that the Director is required to use the
complaints procedure in N.J.A.C. 17:12-4.2 et seq., and there has been a failure on the
part of the contractor to make progress towards ameliorating the issue(s) or problem(s)
set forth in the complaint, the Director may terminate the contract, in whole or in part,
upon ten (10) days’ notice to the contractor with an opportunity to respond.
C. In cases of emergency the Director may shorten the time periods of notification and may
dispense with an opportunity to respond; and
D. In the event of termination under this section, the contractor shall be compensated for work
performed in accordance with the contract, up to the date of termination. Such compensation
may be subject to adjustments.
5.8 SUBCONTRACTING OR ASSIGNMENT
A. Subcontracting: The contractor may not subcontract other than as identified in the
contractor’s proposal without the prior written consent of the Director. Such consent, if
granted in part, shall not relieve the contractor of any of his/her responsibilities under the
contract, nor shall it create privity of contract between the State and any subcontractor. If
the contractor uses a subcontractor to fulfill any of its obligations, the contractor shall be
responsible for the subcontractor’s: (a) performance; (b) compliance with all of the terms
and conditions of the contract; and (c) compliance with the requirements of all applicable
laws; and
B. Assignment: The contractor may not assign its responsibilities under the contract, in whole
or in part, without the prior written consent of the Director.
5.9 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBCONTRACTORS AND STATE
Nothing contained in any of the contract documents, including the RFP and vendor’s bid or proposal
shall be construed as creating any contractual relationship between any subcontractor and the
State.
5.10 MERGERS, ACQUISITIONS
If, during the term of this contract, the contractor shall merge with or be acquired by another firm,
the contractor shall give notice to the Director as soon as practicable and in no event longer than
30 days after said merger or acquisition. The contractor shall provide such documents as may be
requested by the Director, which may include but need not be limited to the following: corporate
resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original
contract, terms, conditions and prices; updated information including ownership disclosure and
Federal Employer Identification Number. The documents must be submitted within 30 days of the
request. Failure to do so may result in termination of the contract for cause.
If, at any time during the term of the contract, the contractor's partnership, limited liability company,
limited liability partnership, professional corporation, or corporation shall dissolve, the Director must
be so notified. All responsible parties of the dissolved business entity must submit to the Director in
writing, the names of the parties proposed to perform the contract, and the names of the parties to
whom payment should be made. No payment shall be made until all parties to the dissolved
business entity submit the required documents to the Director.
5.11 PERFORMANCE GUARANTEE OF CONTRACTOR
The contractor hereby certifies that:
a. The equipment offered is standard new equipment, and is the manufacturer's latest model
in production, with parts regularly used for the type of equipment offered; that such parts are
all in production and not likely to be discontinued; and that no attachment or part has been
substituted or applied contrary to manufacturer's recommendations and standard practice;
Attachment I - Page 28 of 79
b. All equipment supplied to the State and operated by electrical current is UL listed where
applicable;
c. All new machines are to be guaranteed as fully operational for the period stated in the
contract from time of written acceptance by the State. The contractor shall render prompt
service without charge, regardless of geographic location;
d. Sufficient quantities of parts necessary for proper service to equipment shall be maintained
at distribution points and service headquarters;
e. Trained mechanics are regularly employed to make necessary repairs to equipment in the
territory from which the service request might emanate within a 48-hour period or within the
time accepted as industry practice;
f. During the warranty period the contractor shall replace immediately any material which is
rejected for failure to meet the requirements of the contract; and
g. All services rendered to the State shall be performed in strict and full accordance with the
specifications stated in the contract. The contract shall not be considered complete until final
approval by the State's using agency is rendered.
5.12 DELIVERY REQUIREMENTS
A. Deliveries shall be made at such time and in such quantities as ordered in strict accordance
with conditions contained in the contract;
B. The contractor shall be responsible for the delivery of material in first class condition to the
State's using agency or the purchaser under this contract and in accordance with good
commercial practice;
C. Items delivered must be strictly in accordance with the contract; and
D. In the event delivery of goods or services is not made within the number of days stipulated
or under the schedule defined in the contract, the using agency shall be authorized to obtain
the material or service from any available source, the difference in price, if any, to be paid
by the contractor.
5.13 APPLICABLE LAW AND JURISDICTION
This contract and any and all litigation arising therefrom or related thereto shall be governed by the
applicable laws, regulations and rules of evidence of the State of New Jersey without reference to
conflict of laws principles and shall be filed in the appropriate Division of the New Jersey Superior
Court.
5.14 CONTRACT AMENDMENT
Except as provided herein, the contract may only be amended by written agreement of the State
and the contractor.
5.15 MAINTENANCE OF RECORDS
The contractor shall maintain records for products and/or services delivered against the contract for
a period of five (5) years from the date of final payment unless a longer period is required by law.
Such records shall be made available to the State, including the Comptroller, for audit and review.
5.16 ASSIGNMENT OF ANTITRUST CLAIM(S)
The contractor recognizes that in actual economic practice, overcharges resulting from antitrust
violations are in fact usually borne by the ultimate purchaser. Therefore , and as consideration for
executing this contract, the contractor, acting herein by and through its duly authorized agent,
Attachment I - Page 29 of 79
hereby conveys, sells, assigns, and transfers to the State of New Jersey, for itself and on behalf of
its political subdivisions and public agencies, all right, title and interest to all claims and causes of
action it may now or hereafter acquire under the antitrust laws of the United States or the State of
New Jersey, relating to the particular goods and services purchased or acquired by the State of
New Jersey or any of its political subdivisions or public agencies pursuant to this contract.
In connection with this assignment, the following are the express obligations of the contractor:
A. It shall take no action that will in any way diminish the value of the rights conveyed or
assigned hereunder;
B. It shall advise the Attorney General of New Jersey:
1. In advance of its intention to commence any action on its own behalf regarding any such
claim or cause(s) of action; and
2. Immediately upon becoming aware of the fact that an action has been commenced on its
behalf by some other person(s) of the pendency of such action.
C. It shall notify the defendants in any antitrust suit of the within assignment at the earliest
practicable opportunity after the contractor has initiated an action on its own behalf or
becomes aware that such an action has been filed on its behalf by another person. A copy
of such notice shall be sent to the Attorney General of New Jersey; and
D. It is understood and agreed that in the event any payment under any such claim or cause
of action is made to the contractor, it shall promptly pay over to the State of New Jersey the
allotted share thereof, if any, assigned to the State hereunder.
6. TERMS RELATING TO PRICE AND PAYMENT
6.1 PRICE FLUCTUATION DURING CONTRACT
Unless otherwise agreed to in writing by the State, all prices quoted shall be firm through issuance
of contract or purchase order and shall not be subject to increase during the period of the contract.
In the event of a manufacturer's or contractor's price decrease during the contract period, the State
shall receive the full benefit of such price reduction on any undelivered purchase order and on any
subsequent order placed during the contract period. The Director must be notified, in writing, of any
price reduction within five (5) days of the effective date.
Failure to report price reductions may result in cancellation of contract for cause, pursuant to
provision 5.7(b)1.
6.2 TAX CHARGES
The State of New Jersey is exempt from State sales or use taxes and Federal excise taxes.
Therefore, price quotations must not include such taxes. The State's Federal Excise Tax Exemption
number is 22-75-0050K.
6.3 PAYMENT TO VENDORS
a. The using agency(ies) is (are) authorized to order and the contractor is authorized t o ship
only those items covered by the contract resulting from the RFP. If a review of orders placed
by the using agency(ies) reveals that goods and/or services other than that covered by the
contract have been ordered and delivered, such delivery shall be a violation of the terms of
the contract and may be considered by the Director as a basis to terminate the contract
and/or not award the contractor a subsequent contract. The Director may take such steps
as are necessary to have the items returned by the agency, regardless of the time between
the date of delivery and discovery of the violation. In such event, the contractor shall
reimburse the State the full purchase price;
b. The contractor must submit invoices to the using agency with supporting documentation
evidencing that work or goods for which payment is sought has been satisfactorily
Attachment I - Page 30 of 79
completed or delivered. For commodity contracts, the invoice, together with the original Bill
of Lading, express receipt and other related papers must be sent to the State Contract
Manager or using agency on the date of each delivery. For contracts featuring services,
invoices must reference the tasks or subtasks detailed in the Scope of Work section of the
RFP and must be in strict accordance with the firm, fixed prices submitted for each task or
subtask on the RFP pricing sheets. When applicable, invoices should reference the
appropriate RFP price sheet line number from the contractor’s bid proposal. All invoices
must be approved by the State Contract Manager or using ag ency before payment will be
authorized;
c. In all time and materials contracts, the State Contract Manager or designee shall monitor
and approve the hours of work and the work accomplished by contractor and shall document
both the work and the approval. Payment shall not be made without such documentation. A
form of timekeeping record that should be adapted as appropriate for the Scope of Work
being performed can be found at
www.nj.gov/treasury/purchase/forms/Vendor_Timesheet.xls; and
d. The contractor shall provide, on a monthly and cumulative basis, a breakdown in
accordance with the budget submitted, of all monies paid to any small business, minority or
woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations,
Division of Revenue, P.O. Box 628, Trenton, NJ 08646.
6.4 OPTIONAL PAYMENT METHOD: P-CARD
The State offers contractors the opportunity to be paid through the MasterCard procurement card
(p-card). A contractor’s acceptance and a State agency’s use of the p-card are optional. P-card
transactions do not require the submission of a contractor invoice; purchasing transactions using
the p-card will usually result in payment to a contractor in three (3) days. A contractor should take
note that there will be a transaction-processing fee for each p-card transaction. To participate, a
contractor must be capable of accepting the MasterCard. Additional information can be obtained
from banks or merchant service companies.
6.5 NEW JERSEY PROMPT PAYMENT ACT
The New Jersey Prompt Payment Act, N.J.S.A. 52:32-32 et seq., requires state agencies to pay for
goods and services within 60 days of the agency's receipt of a properly executed State Payment
Voucher or within 60 days of receipt and acceptance of goods and services, whichever is later.
Properly executed performance security, when required, must be received by the State prior to
processing any payments for goods and services accepted by state agencies. Interest will be paid
on delinquent accounts at a rate established by the State Treasurer. Interest shall not be paid until
it exceeds $5.00 per properly executed invoice.
Cash discounts and other payment terms included as part of the original agreement are not affected
by the Prompt Payment Act.
6.6 AVAILABILITY OF FUNDS
The State’s obligation to make payment under this contract is contingent upon the availability of
appropriated funds and receipt of revenues from which payment for contract purposes can be made.
No legal liability on the part of the State for payment of any money shall arise unless and until funds
are appropriated each fiscal year to the using agency by the State Legislature and made available
through receipt of revenue.
7. TERMS RELATING TO ALL CONTRACTS FUNDED, IN WHOLE OR IN PART, BY FEDERAL FUNDS
The provisions set forth in this Section 7 of the Standard Terms and Conditions apply to all contracts
funded, in whole or in part, by Federal funds as required by 2 CFR 200.317.
Attachment I - Page 31 of 79
7.1 PROCUREMENT OF RECOVERED MATERIALS
To the extent that the scope of work or specifications in the contract requires the contractor to
provide any of the following items, this Section 7.1 of the Standard Terms and Conditions modifies
the terms of the scope of work or specification.
Pursuant to 2 CFR 200.322, the contractor must comply with section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6962. The
requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of
recovered materials practicable, consistent with maintaining a satisfactory level of competition,
where the purchase price of the item exceeds $ 10,000 or the value of the quantity acquired during
the preceding fiscal year exceeded $ 10,000; procuring solid waste management services in a
manner that maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identif ied in the EPA guidelines.
A. Designated items are those set forth in 40 CFR 247 subpart B, as may be amended from
time to time, including:
1. Paper and paper products listed in 40 C.F.R. 247.10;
2. Certain vehicular products as listed in 40 CFR 247.11;
3. Certain construction products listed in 40 C.F.R. 247.12;
4. Certain transportation products listed in 40 C.F.R. 247.13;
5. Certain park and recreation products, 40 C.F.R. 247.14;
6. Certain landscaping products listed in 40 C.F.R. 247.15;
7. Certain non-paper office products listed in 40 C.F.R. 247.16; and
8. Other miscellaneous products listed in 40 C.F.R. 247.17.
B. As defined in 40 CFR 247.3, “recovered material” means:
1. waste materials and byproducts which have been recovered or diverted from
solid waste, but such term does not include those materials and byproducts
generated from, and commonly reused within, an original manufacturing
process; and
2. for purposes of purchasing paper and paper products, means waste material and
byproducts that have been recovered or diverted from solid waste, but such term
does not include those materials and byproducts generated from, and commonly
reused within, an original manufacturing process. In the case of paper and paper
products, the term recovered materials includes:
a. Postconsumer materials such as --
i. Paper, paperboard, and fibrous wastes from retail stores, office
buildings, homes, and so forth, after they have passed through their
end-usage as a consumer item, including: used corrugated boxes; old
newspapers; old magazines; mixed waste paper; tabulating cards;
and used cordage; and
ii. All paper, paperboard, and fibrous wastes that enter and are collected
from municipal solid waste, and
b. Manufacturing, forest residues, and other wastes such as --
i. Dry paper and paperboard waste generated after completion of the
papermaking process (that is, those manufacturing operations up to
and including the cutting and trimming of the paper machine reel in
smaller rolls of rough sheets) including: envelope cuttings, bindery
trimmings, and other paper and paperboard waste, resulting from
printing, cutting, forming, and other converting operations; bag, box,
and carton manufacturing wastes; and butt rolls, mill wrappers, and
rejected unused stock; and
ii. Finished paper and paperboard from obsolete inventories of paper
and paperboard manufacturers, merchants, wholesalers, dealers,
printers, converters, or others;
Attachment I - Page 32 of 79
iii. Fibrous byproducts of harvesting, manufacturing, extractive, or wood-
cutting processes, flax, straw, linters, bagasse, slash, and other forest
residues;
iv. Wastes generated by the conversion of goods made from fibrous
material (that is, waste rope from cordage manufacture, textile mill
waste, and cuttings); and
v. Fibers recovered from waste water which otherwise would enter the
waste stream.
C. For contracts in an amount greater than $ 100,000, at the beginning of each contract
year, contractor shall provide the State estimates of the total percentage of recovered
material utilized in the performance of its contract for each of the categories listed is
subsection (A). For all contracts subject to this Section 7.1 of the Standard Terms and
Conditions, at the conclusion of each contract year, contractor shall certify to the State
the minimum recovered material content actually utilized in the prior contract year.
7.2 EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of
"federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity
clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal
Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as
amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color, religion, sex,
sexual orientation, gender identity, or national origin. Such action shall include, but not be
limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, sexual orientation, gender identity,
or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee
or applicant for employment because such employee or applicant has inquired about,
discussed, or disclosed the compensation of the employee or applicant or another employee
or applicant. This provision shall not apply to instances in which an employee who has
access to the compensation information of other employees or applicants as a part of such
employee's essential job functions discloses the compensation of such other employees or
applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation,
proceeding, hearing, or action, including an investigation conducted by the employer, or is
consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he/she
has a collective bargaining agreement or other contract or understanding, a notice to be
provided advising the said labor union or workers' representatives of the contractor's
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commitments under this section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his/her books, records, and accounts by the
administering agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible
for further Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive Order
11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (8) in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant
to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with
respect to any subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event a contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause
with respect to its own employment practices when it participates in federally assisted
construction work: Provided, That if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency,
instrumentality or subdivision of such government which does not participate in work on
or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and
subcontractors with the equal opportunity clause and the rules, regulations, and relevant
orders of the Secretary of Labor, that it will furnish the administering agency and the
Secretary of Labor such information as they may require for the supervision of such
compliance, and that it will otherwise assist the administering agency in the discharge
of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract
modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and
federally assisted construction contracts pursuant to the Executive Order and will carry
out such sanctions and penalties for violation of the equal opportunity clause as may be
imposed upon contractors and subcontractors by the administering agency or the
Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the
applicant agrees that if it fails or refuses to comply with these undertakings, the
administering agency may take any or all of the following actions: Cancel, terminate, or
suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from
extending any further assistance to the applicant under the program with respect to
Attachment I - Page 34 of 79
which the failure or refund occurred until satisfactory assurance of future compliance
has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings.
7.3 DAVIS-BACON ACT, 40 U.S.C. 3141-3148, AS AMENDED
When required by Federal program legislation, all prime construction contracts in excess of $ 2,000
awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act
(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29
CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction"). In accordance with the statute, contractors must be required to pay wages
to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-Federal entity must place a copy of the current prevailing
wage determination issued by the Department of Labor in each solicitation. The decision to award
a contract or subcontract must be conditioned upon the acceptance of the wage determination. The
non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act
(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3,
"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by
Loans or Grants from the United States"). The Act provides that each contractor or subrecipient
must be prohibited from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or she is
otherwise entitled. The non-Federal entity must report all suspected or reported violations to the
Federal awarding agency.
7.4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT, 40 U.S.C. 3701-3708
Where applicable, all contracts awarded by the non-Federal entity in excess of $ 100,000 that
involve the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every
mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the
standard work week is permissible provided that the worker is compensated at a rate of not less
than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the
work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide
that no laborer or mechanic must be required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases
of supplies or materials or articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.
7.5 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient must
comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
7.6 CLEAN AIR ACT, 42 U.S.C. 7401-7671Q, AND THE FEDERAL WATER POLLUTION CONTROL ACT, 33
U.S.C. 1251-1387, AS AMENDED
Contracts and subgrants of amounts in excess of $ 150,000 must contain a provision that requires
the non-Federal award to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act
as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency
and the Regional Office of the Environmental Protection Agency (EPA).
Attachment I - Page 35 of 79
7.7 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689)
A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide
exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at
2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
7.8 BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. 1352
Contractors that apply or bid for an award exceeding $ 100,000 must file the required certification.
Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any Federal contract, grant or any other award covered
by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the non-Federal award.
Attachment I - Page 36 of 79
EXHIBIT A
MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE
N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127)
N.J.A.C. 17:27 et seq.
GOODS, GENERAL SERVICE AND PROFESSIONAL SERVICES CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or
applicant for employment because of age, race, creed, color, national origin, ancestry, marital
status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex.
Except with respect to affectional or sexual orientation and gender identity or expression, the
contractor will ensure that equal employment opportunity is afforded to such applicants in
recruitment and employment, and that employees are treated during employment, wit hout regard
to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual
orientation, gender identity or expression, disability, nationality or sex. Such equal employment
opportunity shall include, but not be limited to the following: employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The contractor agrees to post
in conspicuous places, available to employees and applicants for employment, notices to be
provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination
clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisements for
employees placed by or on behalf of the contractor, state that all qualified applicants will receive
consideration for employment without regard to age, race, creed, color, national origin, ancestry,
marital status, affectional or sexual orientation, gender identity or expression, disability, nationality
or sex.
The contractor or subcontractor will send to each labor union, with which it has a collective
bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor
union of the contractor's commitments under this chapter and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations
promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented
from time to time and the Americans with Disabilities Act.
The contractor or subcontractor agrees to make good fait h efforts to meet targeted county
employment goals established in accordance with N.J.A.C. 17:27-5.2.
The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies
including, but not limited to, employment agencies, placement bureaus, colleges, universities, and
labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin,
ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability,
nationality or sex, and that it will discontinue the use of any recruitment agency which engages in
direct or indirect discriminatory practices.
The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to
assure that all personnel testing conforms with the principles of job related testing, as established
by the statutes and court decisions of the State of New Jersey and as established by applicable
Federal law and applicable Federal court decisions.
Attachment I - Page 37 of 79
In conforming with the targeted employment goals, the contractor or subcontractor agrees to review
all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions
are taken without regard to age, race, creed, color, national origin, ances try, marital status,
affectional or sexual orientation, gender identity or expression, disability, nationality or sex,
consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal
law and applicable Federal court decisions.
The contractor shall submit to the public agency, after notification of award but prior to execution of
a goods and services contract, one of the following three documents:
Letter of Federal Affirmative Action Plan Approval;
Certificate of Employee Information Report; or
Employee Information Report Form AA302 (electronically provided by the Division and distributed
to the public agency through the Division’s website at
http://www.state.nj.us/treasury/contract_compliance).
The contractor and its subcontractors shall furnish such reports or other documents to the Division
of Purchase an Property, CCAU, EEO Monitoring Program as may be requested by the office from
time to time in order to carry out the purposes of these regulations, and public agencies shall furnish
such information as may be requested by the Division of Purchase an Property, CCAU, EEO
Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1 et seq.
Attachment I - Page 38 of 79
EXHIBIT B
MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE
N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127)
N.J.S.A. 10:5-39 et. seq. (P.L. 1983, c. 197)
N.J.A.C. 17:27-1.1 et seq.
CONSTRUCTION CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or
applicant for employment because of age, race, creed, color, national origin, ancestry, marital
status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex.
Except with respect to affectional or sexual orientation and gender identity or expression, the
contractor will ensure that equal employment opportunity is afforded to such applicants in
recruitment and employment, and that employees are treated during employment, without regard
to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual
orientation, gender identity or expression, disability, nationality or sex. Such equal employment
opportunity shall include, but not be limited to the following: employment, up grading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or oth er forms of
compensation; and selection for training, including apprenticeship. The contractor agrees to post in
conspicuous places, available to employees and applicants for employment, notices to be provided
by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisements for
employees placed by or on behalf of the contractor, state that all qualified applicants will receive
consideration for employment without regard to age, race, creed, color, national origin, ancestry,
marital status, affectional or sexual orientation, gender identity or expression, disability, nationality
or sex.
N.J.S.A. 10:5-39 et seq. requires contractors, subcontractors, and permitted assignees performing
construction, alteration, or repair of any building or public work in excess of $250,000 to guarantee
equal employment opportunity to veterans.
The contractor or subcontractor will send to each labor union, with which it has a collective
bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor
union or workers' representative of the contractor's commitments under this act and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations
promulgated by the Treasurer, pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented
from time to time and the Americans with Disabilities Act.
When hiring or scheduling workers in each construction trade, the contractor or subcontractor
agrees to make good faith efforts to employ minority and women workers in each construction
trade consistent with the targeted employment goal prescribed by N.J.A.C. 17:27-7.2; provided,
however, that the Dept. of LWD, Construction EEO Monitoring Program may, in its discretion,
exempt a contractor or subcontractor from compliance with the good faith procedures prescribed
by the following provisions, A, B and C, as long as the Dept. of LWD, Construction EEO Monitoring
Program is satisfied that the contractor or subcontractor is employing workers provided by a union
which provides evidence, in accordance with standards prescribed by the Dept. of LWD,
Construction EEO Monitoring Program, that its percentage of active "card carrying" members who
are minority and women workers is equal to or greater than the targeted employment goal
established in accordance with N.J.A.C. 17:27-7.2. The contractor or subcontractor agrees that a
good faith effort shall include compliance with the following procedures:
Attachment I - Page 39 of 79
(A) If the contractor or subcontractor has a referral agreement or arrangement with a union for a
construction trade, the contractor or subcontractor shall, within three business days of the
contract award, seek assurances from the union that it will cooperate with the contractor or
subcontractor as it fulfills its affirmative action obligations under this contract and in accordance
with the rules promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et. seq., as
supplemented and amended from time to time and the Americans with Disabilities Act. If the
contractor or subcontractor is unable to obtain said assurances from the construction trade
union at least five business days prior to the commencement of construction work, the contractor
or subcontractor agrees to afford equal employment opportunities minority and women workers
directly, consistent with this chapter. If the contractor's or subcontractor's prior experience with
a construction trade union, regardless of whether the union has provided said assurances,
indicates a significant possibility that the trade union will not refer sufficient minority and women
workers consistent with affording equal employment opportunities as specified in this chapter,
the contractor or subcontractor agrees to be prepared to provide such opportunities to minority
and women workers directly, consistent with this chapter, by complying with the hiring or
scheduling procedures prescribed under (B) below; and the contractor or subcontractor further
agrees to take said action immediately if it determines that the union is not referring minority
and women workers consistent with the equal employment opportunity goals set forth in this
chapter.
(B) If good faith efforts to meet targeted employment goals have not or cannot be met for each
construction trade by adhering to the procedures of (A) above, or if the contractor does not have
a referral agreement or arrangement with a union for a construction trade, the contractor or
subcontractor agrees to take the following actions:
(1) To notify the public agency compliance officer, the Dept. of LWD, Construction EEO
Monitoring Program, and minority and women referral organizations listed by the Division
pursuant to N.J.A.C. 17:27-5.3, of its workforce needs, and request referral of minority and
women workers;
(2) To notify any minority and women workers who have been listed with it as awaiting
available vacancies;
(3) Prior to commencement of work, to request that the local construction trade union refer
minority and women workers to fill job openings, provided the contractor or subcontractor has
a referral agreement or arrangement with a union for the construction trade;
(4) To leave standing requests for additional referral to minority and women workers with the
local construction trade union, provided the contractor or subcontractor has a referral
agreement or arrangement with a union for the construction trade, the State Training and
Employment Service and other approved referral sources in the area;
(5) If it is necessary to lay off some of the workers in a given trade on the construction site,
layoffs shall be conducted in compliance with the equal employment opportunity and non-
discrimination standards set forth in this regulation, as well as with applicable Federal and
State court decisions;
(6) To adhere to the following procedure when minority and women workers apply or are
referred to the contractor or subcontractor:
(i) The contactor or subcontractor shall interview the referred minority or women worker.
(ii) If said individuals have never previously received any document or certification
signifying a level of qualification lower than that required in order to perform the work
of the construction trade, the contractor or subcontractor shall in good faith
Attachment I - Page 40 of 79
determine the qualifications of such individuals. The contractor or subcontractor shall
hire or schedule those individuals who satisfy appropriate qualification standards in
conformity with the equal employment opportunity and non-discrimination principles
set forth in this chapter. However, a contractor or subcontractor shall determine that
the individual at least possesses the requisite skills, and experience recognized by
a union, apprentice program or a referral agency, provided the referral agency is
acceptable to the Dept. of LWD, Construction EEO Monitoring Program. If
necessary, the contractor or subcontractor shall hire or schedule minority and
women workers who qualify as trainees pursuant to these rules. All of the
requirements, however, are limited by the provisions of (C) below.
(iii) The name of any interested women or minority individual shall be maintained on a
waiting list, and shall be considered for employment as described in (i) above,
whenever vacancies occur. At the request of the Dept. of LWD, Construction EEO
Monitoring Program, the contractor or subcontractor shall provide evidence of its
good faith efforts to employ women and minorities from the list to fill vacancies.
(iv) If, for any reason, said contractor or subcontractor determines that a minority
individual or a woman is not qualified or if the individual qualifies as an advanced
trainee or apprentice, the contractor or subcontractor shall inform the individual in
writing of the reasons for the determination, maintain a copy of the determination in
its files, and send a copy to the public agency compliance officer and to the Dept. of
LWD, Construction EEO Monitoring Program.
(7) To keep a complete and accurate record of all requests made for the referral of workers in any
trade covered by the contract, on forms made available by the Dept. of LWD, Construction EEO
Monitoring Program and submitted promptly to the Dept. of LWD, Construction EEO Monitoring
Program upon request.
(C) The contractor or subcontractor agrees that nothing contained in (B) above shall preclude the
contractor or subcontractor from complying with the union hiring hall or apprenticeship policies
in any applicable collective bargaining agreement or union hiring hall arrangement, and, where
required by custom or agreement, it shall send journeymen and trainees to the union for referral,
or to the apprenticeship program for admission, pursuant to such agreement or arrangement.
However, where the practices of a union or apprenticeship program will result in the exclusion
of minorities and women or the failure to refer minorities and women consistent with the targeted
county employment goal, the contractor or subcontractor shall consider for employment persons
referred pursuant to (B) above without regard to such agreement or arrangement; provided
further, however, that the contractor or subcontractor shall not be required to employ women
and minority advanced trainees and trainees in numbers which result in the employment of
advanced trainees and trainees as a percentage of the total workforce for the construction trade,
which percentage significantly exceeds the apprentice to journey worker ratio specified in the
applicable collective bargaining agreement, or in the absence of a collective bargaining
agreement, exceeds the ratio established by practice in the area for said construction trade.
Also, the contractor or subcontractor agrees that, in implementing the procedures of (B) above,
it shall, where applicable, employ minority and women workers residing within the geographical
jurisdiction of the union.
After notification of award, but prior to signing a construction contract, the contractor shall submit
to the public agency compliance officer and the Dept. of LWD, Construction EEO Monitoring
Program an initial project workforce report (Form AA-201) electronically provided to the public
agency by the Dept. of LWD, Construction EEO Monitoring Program, through its website, for
distribution to and completion by the contractor, in accordance with N.J.A.C. 17:27-7.
Attachment I - Page 41 of 79
The contractor also agrees to submit a copy of the Monthly Project Workforce Report once a
month thereafter for the duration of this contract to the Dept. of LWD, Construction EEO
Monitoring Program and to the public agency compliance officer.
The contractor agrees to cooperate with the public agency in the payment of budgeted funds,
as is necessary, for on the job and/or off the job programs for outreach and training of minorities
and women.
(D) The contractor and its subcontractors shall furnish such reports or other documents to the Dept.
of LW D, Construction EEO Monitoring Program as may be requested by the Dept. of LWD,
Construction EEO Monitoring Program from time to time in order to carry out the purposes of
these regulations, and public agencies shall furnish such information as may be requested by
the Dept. of LWD, Construction EEO Monitoring Program for conducting a compliance
investigation pursuant to N.J.A.C. 17:27-1.1 et seq.
Attachment I - Page 42 of 79
EXECUTIVE ORDER NO. 151 REQUIREMENTS
It is the policy of the Division of Purchase and Property that its contracts should create a
workforce that reflects the diversity of the State of New Jersey. Therefore, contractors
engaged by the Division of Purchase and Property to perform under a construction contract
shall put forth a good faith effort to engage in recruitment and employment practices that
further the goal of fostering equal opportunities to minorities and women.
The contractor must demonstrate to the Division of Purchase and Property’s satisfaction
that a good faith effort was made to ensure that minorities and women have been afforded
equal opportunity to gain employment under the Division of Purchase and Property’s
contract with the contractor. Payment may be withheld from a contractor’s contract for failure
to comply with these provisions.
Evidence of a “good faith effort” includes, but is not limited to:
1. The Contractor shall recruit prospective employees through the State Job bank
website, managed by the Department of Labor and Workforce Development, available
online at http://NJ.gov/http://NJ.gov/JobCentralNJ;
2. The Contractor shall keep specific records of its efforts, including records of all
individuals interviewed and hired, including the specific numbers of minorities and
women;
3. The Contractor shall actively solicit and shall provide the Division of Purchase and
Property with proof of solicitations for employment, including but not limited to
advertisements in general circulation media, professional service publications and
electronic media; and
4. The Contractor shall provide evidence of efforts described at 2 above to the Division of
Purchase and Property no less frequently than once every 12 months.
5. The Contractor shall comply with the requirements set forth at N.J.A.C. 17:27.
This language is in addition to and does not replace good faith efforts requirements for construction
contracts required by N.J.A.C. 17:27-3.6, 3.7 and 3.8, also known as Exhibit B.
Attachment I - Page 43 of 79
NASPO ValuePoint
INTENT TO PARTICPATE
Cooperative Contract(s) for
Data Communications Products & Services (2019-2024)
I. PURPOSE
The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate
in multi-state cooperative contract(s) for the Data Communications Products & Services.
II. SCOPE OF THE CONTRACT(S)
The State of Utah is authorized by agreement of the participants to act as the procurement officer in
developing multi-state cooperative contract(s) for Data Communications Products & Services.
The resulting contracts will be permissive contracts.
Administrative Fee
There will be a 0.25% NASPO ValuePoint administrative fee associated with these contracts. It is
anticipated that the individual states will be able to add an administrative fee when the state executes its
Participating Addendum.
III. TERM OF THE CONTRACT
The initial term of the contract will be established for five (5) years from the date of award with options
to extend the contract for (2) two additional years.
IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION
The solicitation and contract development shall be accomplished in compliance with the NASPO
ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative
purchasing program, incorporated herein by reference.
Solicitation Publication Period
Bidders/Offerors will be given at least 40 days after publication to submit proposals.
Solicitation Type and Evaluation Criteria
This RFP will be issued and evaluated in concert with the procurement laws and rules of the State of
Utah by a sourcing team comprised of members from several states.
Award(s)
The solicitation will permit multiple awards.
Attachment I - Page 44 of 79
Additional Requested Information
State Specific Terms and Conditions: If the participating state wishes to include any State specific terms
and conditions with the release of this RFP, please attach those with this Intent to Participate.
Annual Estimated Volume: If your State has an existing contract for this commodity or service, please
indicate your annual volume of spend (including any potential political subdivision usage if available).
Annual State Spend $26,195,865.00
Annual Political Subdivision Spend Unknown
Total Spend $91,642,561.61
State of Utah
Christopher Hughes
Director Name
801-538-3254 christopherhughes@utah.gov
Director Phone Director Email
Director has approved ITP to be submitted? Yes ☒ No ☐
(Click appropriate box)
State Specific T&Cs to be included in RFP? Yes ☒ No ☐
(Click appropriate box)
Solomon Kingston, State Contract Analyst
State Point of Contact Name and Title
801-538-3228 skingston@utah.gov
Phone Email
Please email completed “Intent to Participate” document by Tuesday, July 10, 2018 to:
Shannon Berry
Cooperative Development Coordinator
NASPO ValuePoint
sberry@naspovaluepoint.org
Attachment I - Page 45 of 79
ATTACHMENT A: STATE OF UTAH STANDARD INFORMATION TECHNOLOGY TERMS AND CONDITIONS
STATE OF UTAH COOPERATIVE INFORMATION TECHNOLOGY CONTRACT
This is a State Cooperative Contract for information technology products and services meaning all computerized and auxiliary
automated information handling, including: (a) systems design and analysis; (b) acquisition, storage, and conversion of data; (c)
computer programming; (d) information storage and retrieval; (e) voice, radio, video, and data communications; (f) requisite systems
controls; (g) simulation; and (h) all related interactions between people and machines.
1. DEFINITIONS:
a. “Access to Secure Public Facilities, Data, and Technology” means Contractor will (A) enter upon secure premises controlled,
held, leased, or occupied by the State of Utah or an Eligible User; (B) maintain, develop, or have access to any deployed
hardware, software, firmware, or any other technology, that is in use by the State of Utah or an Eligible User; or (C) have
access to or receive any Public Data or Confidential Information during the course of performing this Contract.
b. “Authorized Persons” means the Contractor’s employees, officers, partners, Subcontractors or other agents of Contractor who
need to access Public Data to enable the Contractor to perform its responsibilities under this Contract.
c. “Confidential Information” means information that is deemed as confidential under applicable record laws. The State of Utah
and the Eligible Users reserves the right to identify, during and after this Contract, additional reasonable types of categories of
information that must be kept confidential under federal and state laws by Contractor.
d. “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by
reference. This Contract may include any purchase orders that result from the parties entering into this Contract.
e. “Contract Signature Page(s)” means the cover page that Division and Contractor sign.
f. “Contractor” means the individual or entity delivering the Goods, Custom Deliverables, or performing the Services identified in
this Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, partners, and/or any other person
or entity for which Contractor may be liable under federal, state, or local laws.
g. “Custom Deliverable” means the Work Product that Contractor is required to deliver to Eligible Users under this Contract.
h. “Data Breach” means the unauthorized access by a non-authorized person(s) which results in unauthorized acquisition of
Public Data and compromises the security, confidentiality, or integrity of Public Data. It is within an Eligible User’s sole
discretion to determine whether the unauthorized access is a Security Incident or a Data Breach.
i. “Division” means the State of Utah Division of Purchasing.
j. “DTS” means the Department of Technology Services.
k. “Eligible User(s)” means the State of Utah’s government departments, institutions, agencies, political subdivisions (i.e.,
colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal
government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts will be
allowed to use this Contract.
l. “Federal Criminal Background Check” means an in depth background check conducted and processed by the FBI that covers
all states. Federal Criminal Background Check reports will show if applicant has had any criminal cases filed against them that
violated federal criminal law.
m. “Good” means any deliverable not classified as a Custom Deliverable or Service that Contractor is required to deliver to the
Eligible Users under this Contract.
n. “Non-Public Data” means data, other than personal data, that is not subject to distribution to the public as public information. It
is deemed to be sensitive and confidential by the State of Utah and the federal government because it contains information
that is exempt by state, federal and local statutes, ordinances, or administrative rules from access by the general public as
public information.
o. “Personal Data” means data that includes information relating to a person that identifies the person by a person’s first name or
first initial and last name and has any of the following personally identifiable information (PII): government-issued identification
numbers (e.g., Social Security, driver’s license, passport); financial account information; including account number, credit or
debit card numbers; or protected health information (PHI) relating to a person.
p. “Proposal” means Contractor’s response documents, including attachments, to the Division’s Solicitation.
q. “Protected Health Information” (PHI) means individually identifiable health information transmitted by electronic media,
maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records
covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20
U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer.
r. “Security Incident” means the potentially unauthorized access by non-authorized persons to Public Data that Contractor
believes could reasonably result in the use, disclosure or theft of Public Data within the possession or control of the
Contractor. A Security Incident may or may not turn into a Data Breach. It is within an Eligible User’s sole discretion to
determine whether the unauthorized access is a Security Incident or a Data Breach.
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s. “Services” means the furnishing of labor, time, or effort by Contractor as set forth in this Contract, including but not limited to
installation, configuration, implementation, technical support, warranty maintenance, and other support services.
t. “Solicitation” means the documents used by the Division to solicit Contractor’s Proposal for the Goods, Custom Deliverables,
or Services identified in this Contract.
u. “Public Data” means all Confidential Information, Non-Public Data, Personal Data, and Protected Health Information that is
created or in any way originating with the State of Utah or an Eligible User whether such data or output is stored on the State
of Utah’s or an Eligible User’s hardware, Contractor’s hardware, or exists in any system owned, maintained or otherwise
controlled by the State of Utah, an Eligible User, or by Contractor. Public Data includes any federal data, that the State of Utah
or an Eligible User controls or maintains, that is protected under federal laws, statutes, and regulations.
v. “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities,
instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.
w. “Subcontractors” means subcontractors or subconsultants, at any tier, that are under the direct or indirect control or
responsibility of Contractor, and includes all independent contractors, agents, employees, or anyone else for whom the
Contractor may be liable, at any tier, including a person or entity that is, or will be, providing or performing an essential aspect
of this Contract, including Contractor’s manufacturers, distributors, and suppliers.
x. “Work Product” means every invention, modification, discovery, design, development, customization, configuration,
improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or
intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under
copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to
practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product
shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to
and owned by the ordering Eligible User. Notwithstanding anything in the immediately preceding sentence to the contrary,
Work Product does not include any Eligible User intellectual property, Contractor’s intellectual property (that it owned or
licensed prior to this Contract) or Third Party intellectual property.
2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: This Contract shall be governed by the laws, rules, and
regulations of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent
jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.
3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all the Goods delivered under this Contract will
comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure
and certification requirements.
4. NO WAIVER OF SOVEREIGN IMMUNITY: In no event shall this Contract be considered a waiver by the Division, an Eligible User,
or the State of Utah of any form of defense or immunity, whether sovereign immunity, governmental immunity, or any other
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.
5. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly
account for Contractor’s performance and the payments made by Eligible Users to Contractor under this Contract. These records
shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have
been completed, whichever is later. Contractor agrees to allow, at no additional cost, State of Utah auditors, federal auditors,
Eligible Users or any firm identified by the Division, access to all such records. Contractor must refund to the Division any
overcharges brought to Contractor’s attention by the Division or the Division’s auditor and Contractor is not permitted to offset
identified overcharges by alleged undercharges to Eligible Users.
6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: This Status Verification System,
also referred to as “E-verify”, requirement only applies to contracts issued through a Request for Proposal process and to sole
sources that are included within a Request for Proposal.
(1) Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the
Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah
in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended.
(2) Contractor shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify
to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the
employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws
including Section 63G-12-302, Utah Code, as amended, and to comply with all applicable employee status verification laws. Such
affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.”
(3) Contractor’s failure to comply with this section will be considered a material breach of this Contract.
(4) Contractor shall protect, indemnify, and hold harmless the Division, the Eligible Users, and the State of Utah, and anyone that
the State of Utah may be liable for, against any claim, damages, or liability arising out of or resulting from violations of the above
Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b)
Subcontractor at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may be liable.
7. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State of
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Utah, unless disclosure has been made to the Division.
8. CONFLICT OF INTEREST WITH STATE EMPLOYEES: Contractor agrees to comply and cooperate in good faith will all conflict of
interest and ethic laws including Section 63G-6a-2404, Utah Procurement Code, as amended.
9. INDEPENDENT CONTRACTOR: Contractor’s legal status is that of an independent contractor, and in no manner shall Contractor
be deemed an employee or agent of the Division, the Eligible Users, or the State of Utah, and therefore is not entitled to any of the
benefits associated with such employment. Contractor, as an independent contractor, shall have no authorization, express or
implied, to bind the Division, the Eligible Users, or the State of Utah to any agreements, settlements, liabilities, or understandings
whatsoever, and agrees not to perform any acts as an agent for the Division, the Eligible Users, or the State of Utah. Contractor
shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions.
10. CONTRACTOR ACCESS TO SECURE Public FACILITIES, PUBLIC DATA, AND TECHNOLOGY: An employee of Contractor or
a Subcontractor may be required to complete a Federal Criminal Background Check, if said employee of Contractor or a
Subcontractor will have Access to Secure Public Facilities, Public Data, and Technology. Contractor shall provide the Eligible User
with sufficient personal information (at Contractor’s own expense) so that a Federal Criminal Background Check may be completed
by the Eligible User, at the Eligible User’s expense. The Eligible User will also provide Contractor with a Disclosure Form and
Confidentiality Agreement which must be filled out by Contractor and returned to the Eligible User. Additionally, each employee of
Contractor or a Subcontractor, who will have Access to Secure Public Facilities, Public Data, and Technology, will be scheduled by
the Eligible User to be fingerprinted, at a minimum of one week prior to having such access. At the time of fingerprinting, said
employee of Contractor or a Subcontractor will disclose, in full, any past record of felony or misdemeanor convictions. The Eligible
User is authorized to conduct a Federal Criminal Background Check based upon the fingerprints and personal information
provided. The Eligible User may use this same information to complete a Name Check in the Utah Criminal Justice Information
System (UCJIS) every two years and reserves the right to revoke Access to Secure State Facilities, Data, and Technology granted
in the event of any negative results. Contractor agrees to notify the Eligible User if an arrest or conviction of any employee of
Contractor or a Subcontractor that has Access to Secure Public Facilities, Public Data and Technology occurs during this Contract.
Contractor, in executing any duty or exercising any right under this Contract, shall not cause or permit any of its employees or
employees of a Subcontractor (if any) who have been convicted of a felony or misdemeanor to have Access to Secure Public
Facilities, Public Data, and Technology. A felony and misdemeanor are defined by the laws of the State of Utah, regardless of
where the conviction occurred.
11. DRUG-FREE WORKPLACE: Contractor agrees to abide by the Eligible User’s drug-free workplace policies while on the Eligible
User’s or the State of Utah’s premises.
12. CODE OF CONDUCT: If Contractor is working at facilities controlled or owned by the State of Utah, Contractor agrees to follow
and enforce the applicable code of conduct which will be provided upon request by Contractor to the Eligible User. Contractor will
assure that each employee or each employee of Subcontractor(s) under Contractor’s supervision receives a copy of such code of
conduct.
13. INDEMNITY CLAUSE: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and
Subcontractors, and shall fully indemnify, defend, and save harmless the Division, the Eligible Users, and the State of Utah from all
claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this
Contract caused by any intentional act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors,
without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising
hereunder due to the sole fault of the Division, the Eligible User, or the State of Utah. The parties agree that if there are any
limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible,
such limitations of liability will not apply to injuries to persons, including death, or to damages to property.
14. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following employment laws: (i)Title VI and VII of the Civil Rights
Act of 1964 (42 U.S.C. 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or
recipient of services, on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which
prohibits discrimination on the basis of sex; (iii) 45 CFR 90 which prohibits discrimination on the basis of age; (iv) Section 504 of
the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of
disabilities; and (v) Utah's Executive Order, dated December 13, 2006, which prohibits unlawful harassment in the work place.
Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind of any of
Contractor’s employees.
15. SEVERABILITY: A declaration or order by any court that any provision of this Contract is illegal and void shall not affect the legality
and enforceability of any other provision of this Contract, unless the provisions are mutually dependent.
16. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, which amendment will be
attached to this Contract. Automatic renewals will not apply to this Contract.
17. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this Contract, by any governmental department or agency, whether
international, national, state, or local. Contractor must notify the Division within thirty (30) days if debarred, suspended, proposed
for debarment, declared ineligible or voluntarily excluded from participation in any contract by any governmental entity during this
Contract.
18. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon
written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and
cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This
Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the Division, upon
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thirty (30) days written termination notice being given to the Contractor. The Division and the Contractor may terminate this
Contract, in whole or in part, at any time, by mutual agreement in writing.
If Services apply to this Contract, then Contractor shall be compensated for the Services properly performed under this Contract up
to the effective date of the notice of termination. Contractor agrees that in the event of such termination for cause or without cause,
Contractor’s sole remedy and monetary recovery from the Division, the Eligible Users, or the State of Utah is limited to full payment
for all work properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies
owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor
pursuant to this Contract.
19. SUSPENSION OF WORK: Should circumstances arise which would cause the Division to suspend Contractor’s responsibilities
under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the terms of this Contract.
Contractor’s responsibilities may be reinstated upon advance formal written notice from the Division.
20. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice
delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of the Division or an Eligible
User, if it is reasonably determined that: (i) a change in Federal or State legislation or applicable laws materially affects the ability
of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects an Eligible User’s ability to
pay under this Contract. A change of available funds as used in this paragraph, includes, but is not limited to, a change in Federal
or State funding, whether as a result of a legislative act or by order of the President or the Governor.
If a written notice is delivered under this section, the Eligible User will reimburse Contractor for the Goods or Services properly
ordered until the effective date of said notice. The Eligible User will not be liable for any performance, commitments, penalties, or
liquidated damages that accrue after the effective date of said written notice.
21. SALES TAX EXEMPTION: The Goods, Custom Deliverables, or Services being purchased by the Eligible Users under this
Contract are being paid from the Eligible User’s funds and used in the exercise of the Eligible User’s essential function as an
Eligible User. The Eligible User will provide Contractor with a copy of its sales tax exemption number upon request. It is the
Contractor’s responsibility to request the sales tax exemption number from the Eligible User.
22. TITLE AND OWNERSHIP WARRANTY: Contractor warrants, represents and conveys full ownership, clear title free of all liens and
encumbrances to any Good or Custom Deliverable delivered to the Eligible Users under this Contract. Contractor fully indemnifies
the Eligible Users for any loss, damages or actions arising from a breach of this warranty without limitation.
23. HARDWARE WARRANTY: Contractor agrees to warrant and assume responsibility for all hardware portions of any Good or
Custom Deliverable, that it licenses, contracts, or sells under this Contract, for a period of one (1) year. Contractor acknowledges
that all warranties granted to the Division and Eligible Users by the Uniform Commercial Code of the State of Utah apply to this
Contract. Product liability disclaimers and/or warranty disclaimers from Contractor are not applicable to this Contract. In general,
the Contractor warrants that the hardware: (a) will perform as specified in the Proposal; (b) will live up to all specific claims listed in
the Proposal; (c) will be suitable for the ordinary purposes for which the hardware is used; (d) will be suitable for any special
purposes that the Division has relied on Contractor’s skill or judgment to consider when it advised the Division about the hardware
in the Proposal; (e) the hardware has been properly designed and manufactured; and (f) is free of significant defects or unusual
problems about which Eligible User has not been warned.
24. SOFTWARE WARRANTY: Contractor warrants that for a period of ninety (90) days from the date of Acceptance that the software
portions of the Goods and Custom Deliverables, that Contractor licenses, contracts, or sells to the Eligible Users under this
Contract, will: (a) perform in accordance with the specific claims provided in the Proposal; (b) be suitable for the ordinary purposes
for which such Goods and Custom Deliverables are used; (c) be suitable for any special purposes that the Eligible User has relied
on Contractor’s skill or judgment to consider when it advised the Eligible User about the Goods or Custom Deliverables in its
Proposal; (d) have been properly designed and manufactured; and (e) be free of significant defects or unusual problems.
Contractor agrees to provide the Eligible Users with bug fixes, including informing the Eligible Users of any known software bugs or
software defects that may affect the Eligible User’s use of the software during the Contract.
25. WARRANTY REMEDIES: Upon breach of the hardware or software warranty, Contractor will repair or replace (at no charge to the
Eligible Users) the Goods or Custom Deliverables whose nonconformance is discovered and made known to Contractor. If the
repaired and/or replaced products prove to be inadequate, or fail to meet the performance of its essential purpose, Contractor will
refund the full amount of any payments that have been made for the failing products. The rights and remedies of the parties under
this warranty are in addition to any other rights and remedies of the parties provided by law or equity.
26. UPDATES AND UPGRADES: Contractor grants to the Eligible Users a non-exclusive, non-transferable license to use upgrades
and updates provided by Contractor during the term of this Contract. Such upgrades and updates are subject to the terms of this
Contract. The Eligible Users shall download, distribute, and install all updates as released by Contractor during this Contract, and
Contractor strongly suggests that the Eligible Users also download, distribute, and install all upgrades as released by Contractor
during this Contract.
27. BUG FIXING AND REMOTE DIAGNOSTICS: Contractor shall use commercially reasonable efforts to provide work-around
solutions or patches to reported software problems. With an Eligible User’s prior written authorization, Contractor may perform
remote diagnostics to work on reported problems, subject to Contractor’s obligation of this Contract. In the event that an Eligible
User declines remote diagnostics, Contractor and the Eligible User may agree to on-site technical support, subject to the terms of
this Contract.
28. TECHNICAL SUPPORT AND MAINTENANCE: If technical support and maintenance is a part of the Goods or Custom
Deliverables that Contractor provides under this Contract, Contractor will use commercially reasonable efforts to respond, in a
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reasonable time, when technical support or maintenance requests regarding the Goods or Custom Deliverables are made to
Contractor.
29. SECURE PROTECTION AND HANDLING OF PUBLIC DATA: If Contractor is given Public Data as part of this Contract, the
protection of Public Data shall be an integral part of the business activities of Contractor to ensure that there is no inappropriate or
unauthorized use of Public Data. To the extent that Contractor is given Public Data, Contractor shall safeguard the confidentiality,
integrity and availability of the Public Data and comply with the following conditions outlined below. Eligible Users reserve the right
to verify Contractor’s adherence to the following conditions to ensure they are met during the life of the contract:
1. Network Security: Contractor agrees at all times to maintain network security that - at a minimum - includes: network firewall
provisioning, intrusion detection, and regular third party penetration testing. Contractor also agrees to maintain network security
that conforms to one of the following:
(1) Those standards the State of Utah applies to its own network, found outlined in DTS Policy 5000-0002 Enterprise Information
Security Policy (copy available upon request);
(2) Current standards set forth and maintained by the National Institute of Standards and Technology, includes those at:
http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf; or
(3) Any generally recognized comparable standard that Contractor then applies to its own network and approved by DTS in
writing.
2. Public Data Security: Contractor agrees to protect and maintain the security of Public Data with protection that is at least as
good as or better than that maintained by the State of Utah which will be provided by an Eligible User upon Contractor’s request.
These security measures included but are not limited to maintaining secure environments that are patched and up to date with all
appropriate security updates as designated (ex. Microsoft Notification). Eligible User reserves the right to determine if Contractor’s
level of protection adequately meets the Eligible User’s security requirements.
3. Public Data Transmission: Contractor agrees that any and all transmission or exchange of system application data with the
Eligible Users and State of Utah and/or any other parties expressly designated by the State of Utah, shall take place via secure
means (ex. HTTPS or FTPS).
4. Public Data Storage: Contractor agrees that all Public Data will be stored and maintained in data centers in the United States.
Contractor agrees that no Public Data at any time will be processed on or transferred to any portable or laptop computing device or
any portable storage medium, except for devices that are used and kept only at Contractor’s United States data centers, unless
such medium is part of the Contractor's designated backup and recovery process. Contractor shall permit its employees and
Subcontractors to access non-Public Data remotely only as required to provide technical support. Contractor may provide technical
user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited by this contract.
5. Public Data Encryption: Contractor agrees to store all data provided to Contractor, including State, as part of its designated
backup and recovery process in encrypted form, using no less than 128 bit key and include all data as part of a designated backup
and recovery process.
6. Password Protection: Contractor agrees that any portable or laptop computer that has access to the Eligible Users or State
of Utah networks, or stores any Public Data is equipped with strong and secure password protection.
7. Public Data Re-Use: Contractor agrees that any and all data exchanged shall be used expressly and solely for the purpose
enumerated in this Contract. Contractor further agrees that no Public Data of any kind shall be transmitted, exchanged, or
otherwise passed to other Contractors or interested parties except on a case-by-case basis as specifically agreed to in writing by
the Eligible Users.
8. Public Data Destruction: The Contractor agrees that upon expiration or termination of this Contract it shall erase, destroy,
and render unreadable all Public Data from all non-state computer systems and backups, and certify in writing that these actions
have been completed within thirty (30) days of the expiration or termination of this Contract or within seven (7) days of the request
of the Eligible User, whichever shall come first, unless the Eligible User provides Contractor with a written directive. It is understood
by the parties that the Eligible User’s written directive may request that certain data be preserved in accordance with applicable
law.
9. Services Shall Be Performed Within United States: Contractor agrees that all of the Services related to Public Data that it
provides to the Eligible Users will be performed by Contractor and Subcontractor(s) within the borders and jurisdiction of the United
States.
30. SECURITY INCIDENT OR DATA BREACH NOTIFICATION: Contractor shall immediately inform an Eligible User of any Security
Incident or Data Breach.
1. Incident Response: Contractor may need to communicate with outside parties regarding a Security Incident, which may
include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law or contained in this
Contract. Discussing Security Incidents with the Eligible User should be handled on an urgent as-needed basis, as part of
Contractor’s communication and mitigation processes, defined by law or contained in this Contract.
2. Security Incident Reporting Requirements: Contractor shall report a Security Incident to the Eligible User immediately if
Contractor reasonably believes there has been a Security Incident.
3. Breach Reporting Requirements: If Contractor has actual knowledge of a confirmed Data Breach that affects the security of
any Public Data that is subject to applicable data breach notification law, Contractor shall: (a) promptly notify the Eligible User
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within 24 hours or sooner, unless shorter time is required by applicable law; (b) take commercially reasonable measures to address
the Data Breach in a timely manner; and (c) be responsible for its Data Breach responsibilities, as provided in the next Section.
31. DATA BREACH RESPONSIBILITIES: This Section only applies when a Data Breach occurs. Contractor agrees to comply with all
applicable laws that require the notification of individuals in the event of a Data Breach or other events requiring notification in
accordance with DTS Policy 5000-0002 Enterprise Information Security Policy (copy available upon request). In the event of a
Data Breach or other event requiring notification under applicable law (Utah Code § 13-44-101 thru 301 et al), Contractor shall: (a)
cooperate with the Eligible User by sharing information relevant to the Data Breach; (b) promptly implement necessary remedial
measures, if necessary; (c) document responsive actions taken related to the Data Breach, including any post-incident review of
events and actions taken to make changes in business practices in relation to the Data Breach; and (d) in accordance with
applicable laws indemnify, hold harmless, and defend DTS and the State of Utah against any claims, damages, or other harm
related to such Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Eligible
User. Contractor shall be responsible for all notification and remedial costs and damages.
32. STATE INFORMATION TECHNOLOGY POLICIES: If Contractor is providing an Executive Branch Agency of the State of Utah
with Goods or Custom Deliverables it is important that contractors follow the same policies and procedures that DTS follows for
their own internally developed goods and deliverables to minimize security risk, ensure applicable State and Federal laws are
followed, address issues with accessibility and mobile device access, and prevent outages and data breaches within the State of
Utah’s environment. Contractor agrees to comply with the following DTS Policies which are available upon request:
1. DTS Policy 4000-0001, Enterprise Application and Database Deployment Policy: The Enterprise Application and
Database Deployment Policy requires any Contractor developing software for the State to develop and establish proper
controls that will ensure a clear separation of duties between developing and deploying applications and databases to
minimize security risk; to meet due diligence requirements pursuant to applicable state and federal regulations; to enforce
contractual obligations; and to protect the State's electronic information and information technology assets.
2. DTS policy 4000-0002, Enterprise Password Standards Policy: Any Contractor developing software for the State must
ensure it is built to follow the password requirements outlined in the Enterprise Password Standards Policy.
3. DTS Policy 4000-0003, Software Development Life Cycle Policy: The Software Development Life Cycle Policy requires any
Contractor developing software for the State to work with DTS in implementing a Software Development Lifecycle (SDLC) that
addresses key issues of security, accessibility, mobile device access, and standards compliance.
4. DTS Policy 4000-0004, Change Management Policy: Per the Change Management Policy, any Goods or Custom
Deliverables furnished or Services performed by Contractor which have the potential to cause any form of outage or to modify
DTS’s or the State of Utah’s infrastructure must be reviewed by the DTS Change Management Committee. Following this
notification, any outages or Data Breaches which are a direct result of Contractor’s failure to comply with DTS instructions and
policies following notification will result in Contractor’s liability for any and all damages resulting from or associated with the
outage or Data Breach.
33. PUBLIC INFORMATION: Contractor agrees that this Contract, any related purchase orders, related invoices, related pricing lists,
and the Proposal will be public documents, and may be available for distribution in accordance with the State of Utah’s
Government Records Access and Management Act (GRAMA). Contractor gives the Division, the Eligible Users, and the State of
Utah express permission to make copies of this Contract, any related purchase orders, related invoices, related pricing lists, and
Proposal in accordance with GRAMA. The permission to make copies as noted will take precedence over any statements of
confidentiality, proprietary information, copyright information, or similar notation. The Division, the Eligible Users, or the State of
Utah will not inform Contractor of any request for a copy of this Contract, including any related purchase orders, related invoices,
related pricing lists, or the Proposal.
34. DELIVERY: Unless otherwise specified in this Contract, all deliveries will be F.O.B. destination with all transportation and handling
charges paid by Contractor. Contractor is responsible for including any freight charges due by the Eligible User to Contractor when
providing quotes to the Eligible User unless otherwise specified in this Contract. Invoices listing freight charges that were not
identified in the quote prior to shipment, unless otherwise specified in this Contract, will be returned to the Contractor to remove
such costs. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when
responsibility will pass to the Eligible Users except as to latent defects, fraud, and Contractor's warranty obligations.
35. ELECTRONIC DELIVERY: Contractor may electronically deliver any Good or Custom Deliverable to Eligible Users or provide any
Good and Custom Deliverable for download from the Internet, if approved in writing by the Eligible Users. Contractor should take all
reasonable and necessary steps to ensure that the confidentiality of those electronic deliveries is preserved in the electronic
delivery process, and are reminded that failure to do so may constitute a breach of obligations owed to the Eligible Users under this
Contract. Contractor warrants that all electronic deliveries will be free of known, within reasonable industry standards, malware,
bugs, Trojan horses, etc. Any electronic delivery that includes Public Data that Contractor processes or stores must be delivered
within the specifications of this Contract.
36. ACCEPTANCE PERIOD: A Good, Custom Deliverable, or Service furnished under this Contract shall function in accordance with
the specifications identified in this Contract and Solicitation. If the Goods and Custom Deliverables delivered do not conform to the
specifications identified in this Contract and Solicitation (“Defects”), the Eligible Users shall within thirty (30) calendar days of the
delivery date (“Acceptance Period”) to notify Contractor in writing of the Defects. Contractor agrees that upon receiving such notice,
it shall use reasonable efforts to correct the Defects within fifteen (15) calendar days (“Cure Period”). The Eligible User’s
acceptance of a Good, Custom Deliverable, or Services occurs at the end of the Acceptance Period or Cure Period.
If after the Cure Period, a Good, Custom Deliverable, or Service still has Defects, then the Eligible User may, at its option: (a)
declare Contractor to be in breach and terminate this Contract; (b) demand replacement conforming Goods, Custom Deliverables,
or Services from Contractor at no additional cost to the Eligible User; or (c) continue the Cure Period for an additional time period
Attachment I - Page 51 of 79
agreed upon by the Eligible User and Contractor in writing. Contractor shall pay all costs related to the preparation and shipping of
the products returned pursuant to this section. No products shall be accepted and no charges shall be paid until acceptance is met.
The warranty period will begin upon the end of the Acceptance Period.
37. ORDERING AND INVOICING: All orders will be shipped promptly in accordance with the delivery schedule. Contractor will
promptly submit invoices (within 30 days of shipment or delivery of services) to the appropriate Eligible User. The contract number
shall be listed on all invoices, freight tickets, and correspondence relating to an order under this Contract. The prices paid by the
Eligible User will be those prices listed in this Contract, unless Contractor offers a discount at the time of the invoice. It is
Contractor’s obligation to provide correct and accurate invoicing. The Eligible User has the right to adjust or return any invoice
reflecting incorrect pricing.
38. PROMPT PAYMENT DISCOUNT: Contractor may quote a prompt payment discount based upon early payment. Contractor shall
list payment discount terms on invoices. The prompt payment discount will apply to payments made with purchasing cards and
checks. The date from which discount time is calculated will be the date a correct invoice is received.
39. PAYMENT:
1. Payments will be made within thirty (30) days from a correct invoice is received, whichever is later. After sixty (60) days from the
date a correct invoice is received by the appropriate State official, the Contractor may assess interest on overdue, undisputed
account charges up to a maximum of the interest rate paid by the IRS on taxpayer refund claims, plus two percent, computed
similarly as the requirements of Section 15-6-3, Utah Prompt Payment Act of Utah Code, as amended. The IRS interest rate is
adjusted quarterly, and is applied on a per annum basis, on the invoice amount that is overdue.
2. Unless otherwise stated in this Contract, all payments to Contractor will be remitted by mail, by electronic funds transfer, or by
the Eligible User’s purchasing card (major credit card). The Division will not allow Contractor to charge electronic payment fees of
any kind.
3. The acceptance by Contractor of final payment without a written protest filed with the Eligible User within ten (10) working days
of receipt of final payment shall release the Eligible User, the Division, and the State of Utah from all claims and all liability to
Contractor for fees and costs pursuant to this Contract.
4. Contractor agrees that if during, or subsequent to the Contract an audit determines that payments were incorrectly reported or
paid by the Eligible Users to Contractor, then Contractor shall, upon written request, immediately refund to the Eligible Users any
such overpayments.
40. INDEMNIFICATION – INTELLECTUAL PROPERTY: Contractor warrants that any Good, Custom Deliverable, or Service
furnished by Contractor under this Contract, including its use by the Eligible Users in unaltered form, will not, to Contractor’s
knowledge, infringe any third party copyrights, patents, trade secrets, and/or other proprietary rights that exist on the effective date
of this Contract and/or that arise or are enforceable under the law of the United States of America.
Contractor will release, indemnify, and hold the Division, the Eligible Users, and the State of Utah harmless from liability or
damages of any kind or nature, including Contractor's use of any copyrighted or un-copyrighted composition, secret process,
patented or un-patented invention, article, or appliance furnished or used in Contractor’s performance of this Contract. Additionally,
if such a claim or liability is based upon an allegation that a Good, Custom Deliverable, or Service furnished by Contractor infringes
on any right protected by any patent, copyright, trademark, trade secret, and/or proprietary right of any third party, Contractor
agrees to indemnify and hold harmless the Division, the Eligible Users, and the State of Utah for any judgments, settlements,
reasonable costs, and reasonable attorneys’ fees resulting from such a claim or liability. Contractor shall defend all actions brought
upon such matters to be indemnified hereunder and pay all costs and expenses incidental thereto; however, the Eligible Users
shall have the right, at its option, to participate in the defense of any such action without relieving Contractor of any obligation
hereunder. The parties agree that if there are any limitations of liability, including a limitation of liability clause in this Contract, such
limitations of liability will not apply to this Section.
41. OWNERSHIP IN INTELLECTUAL PROPERTY: The parties each recognize that each has no right, title, or interest, proprietary or
otherwise, in or to the name or any logo, or intellectual property owned or licensed by the other. Each agree that, without prior
written consent of the other or as described in this Contract, it shall not use the name, any logo, or intellectual property owned or
licensed by the other.
42. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the Eligible Users,
pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by
Contractor exclusively for Eligible Users and are specifically within the framework of fulfilling Contractor’s contractual obligations
under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and
interest in the Custom Deliverables shall pass to the Eligible Users, to the extent that the Custom Deliverables are not recognized
as work made for hire, Contractor hereby assigns to the Eligible Users any and all copyrights in and to the Custom Deliverables,
subject to the following:
1. Contractor has received payment for the Custom Deliverables,
2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other
form of protection afforded by law to inventions, models, designs, technical information, and applications (“Intellectual Property
Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities
independent of the services performed under this contract (“Background IP”), and
3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible
components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies,
algorithms, software, or development tools used in performing the Services (collectively, the “Utilities”), and (b) such ideas,
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concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or
output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the
Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom
Deliverables of Eligible Users (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.
4. Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and Residual IP, may not be
marketed or distributed without written approval by the Eligible Users.
Contractor agrees to grant to the Eligible Users a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP,
Utilities, and Residual IP, as defined above, solely for the Eligible Users and the State of Utah to use the Custom Deliverables. The
Eligible Users reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to
authorize others to use, for the Eligible User’s internal purposes, such Custom Deliverables. For the Goods delivered that consist of
Contractor’s scripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, Contractor
grants the Eligible User a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works
from such, without the right to sublicense, for the Eligible User’s internal business operation under this Contract. The Eligible User
and the Division may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor’s
Intellectual Property Rights, in whole or in part.
43. OWNERSHIP, PROTECTION AND USE OF RECORDS: Except for confidential medical records held by direct care providers, the
Eligible Users shall own exclusive title to all information gathered, reports developed, and conclusions reached in performance of
this Contract. Contractor may not use, except in meeting its obligations under this Contract, information gathered, reports
developed, or conclusions reached in performance of this Contract without the express written consent of the Eligible User.
Contractor agrees to maintain the confidentiality of records it holds for the Eligible Users as required by applicable federal, state, or
local laws. Eligible Users shall own and retain unlimited rights to use, disclose, or duplicate all information and data (copyrighted or
otherwise) developed, derived, documented, stored, or furnished by Contractor under this Contract. Contractor, and any
Subcontractors under its control, expressly agrees not to use an Eligible User’s confidential data without prior written permission
from Eligible User.
44. PROTECTION, AND USE OF CONFIDENTIAL FEDERAL, STATE, OR LOCAL GOVERNMENT INTERNAL BUSINESS
PROCESSES AND PROCEDURES: In the event that the Eligible User provides Contractor with confidential federal or state
business processes, policies, procedures, or practices, pursuant to this Contract, Contractor agrees to hold such information in
confidence, in accordance with applicable laws and industry standards of confidentiality , and not to copy, reproduce, sell, assign,
license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties or use such information for any
purpose whatsoever other than the performance of this Contract. The improper use or disclosure by any party of protected internal
federal or state business processes, policies, procedures, or practices is prohibited. Confidential federal or state business
processes, policies, procedures, or practices shall not be divulged by Contractor or its Subcontractors, except for the performance
of this Contract, unless prior written consent has been obtained in advance from the Eligible User.
45. PROTECTION, AND RETURN OF DOCUMENTS AND DATA UPON CONTRACT TERMINATION OR COMPLETION: All
documents and data pertaining to work required by this Contract will be the property of the Eligible Users, and must be delivered to
the Eligible Users within thirty (30) working days after termination or expiration of this Contract, regardless of the reason for
contract termination, and without restriction or limitation to their future use. The costs for returning documents and data to the
Eligible Users are included in this Contract.
46. CONFIDENTIALITY: Confidential Information may be disclosed to the Contractor under the terms of this Contract. If Confidential
Information is disclosed to Contractor then Contractor agrees to adhere to the following:
Contractor will: (a) limit disclosure of any Confidential Information to Authorized Persons who have a need to know such
Confidential Information in connection with the current or contemplated business relationship between the parties to which this
Contract relates, and only for that purpose; (b) advise its Authorized Persons of the proprietary nature of the Confidential
Information and of the obligations set forth in this Contract and require such Authorized Persons to keep the Confidential
Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not
less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential
Information received by it to any third parties, except as otherwise agreed to in writing by the Eligible Users. Contractor will
promptly notify the Eligible Users of any misuse or misappropriation of Confidential Information that comes to Contractor’s
attention.
Contractor shall be responsible for any breach of this duty of confidentiality contract by any of their officers, agents, subcontractors
at any tier, and any of their respective representatives, including any required remedies and/or notifications under applicable law
(Utah Code Section 13-44-101 thru 301 et al). Contractor shall indemnify, hold harmless, and defend the Division, the Eligible
Users, and State of Utah from claims related to a breach of these confidentiality requirements by Contractor or anyone for whom
the Contractor is liable. This duty of confidentiality shall be ongoing and survive the term of this Contract.
47. ASSIGNMENT/SUBCONTRACT: Contractor will 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 Division.
48. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the Division to declare Contractor in default of
this Contract: (a) nonperformance of contractual requirements or (b) a material breach of any term or condition of this Contract.
The Division will issue a written notice of default providing a fourteen (14) day period in which Contractor will have an opportunity to
cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains, after Contractor
has been provided the opportunity to cure, the Division may do one or more of the following: (a) exercise any remedy provided by
law; (b) terminate this Contract and any related contracts or portions thereof; (c) impose liquidated damages, if liquidated damages
are listed in the contract; (d) suspend Contractor from receiving future solicitations; or (e) request a full refund of the Goods,
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Custom Deliverables, or Services furnished by Contractor that are defective or Services that were inadequately performed under
this Contract.
49. TERMINATION UPON DEFAULT: In the event this Contract is terminated as a result of a default by Contractor, the Division may
procure or otherwise obtain, upon such terms and conditions as the Division deems appropriate, Goods, Custom Deliverables, or
Services similar to those terminated, and Contractor shall be liable to the Division for any and all cover costs and damages arising
therefrom, including attorneys’ fees, excess costs and fees, and cost of cover together with incidental or consequential damages,
incurred by the Division in obtaining similar Goods, Custom Deliverables, or Services.
50. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God
and/or war which is beyond that party's reasonable control. The Division and the Eligible Users may immediately terminate this
Contract after determining such delay will reasonably prevent successful performance of this Contract.
51. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies,
services, products, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any
compensation, gratuity, contribution, loan, or reward, or any promise thereof to any person acting as a procurement officer on
behalf of the State of Utah, or who in any official capacity participates in the procurement of such supplies, services, products,
construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.
52. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:
a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees
related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of
the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.
b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah.
The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence
and three million dollars ($3,000,000.00) aggregate.
c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of
Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles
used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum
liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor
will use a vehicle in the performance of this Contract.
d. Other insurance policies required in the Solicitation.
Certificate of Insurance, showing up-to-date coverage, shall be on file with the State before the Contract may commence.
The State reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as
required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term
of this Contract will be grounds for immediate termination of this Contract.
53. RESERVED
54. CONFLICT OF TERMS: Contractor terms and conditions that apply must be in writing and attached to this Contract. No other
terms and conditions will apply to this Contract including terms listed or referenced on a Contractor’s website, terms listed in a
Contractor quotation/sales order, purchase orders, etc. In the event of any conflict in the contract terms and conditions, the order
of precedence shall be: (a) this Attachment A; (b) Contract Signature Page(s); (c) State of Utah’s Additional Terms and Conditions,
if any; and (d) Contractor Terms and Conditions, if any. Attachment A will be given precedence over any provisions including,
limitation of liability, indemnification, standard of care, insurance, or warranty, and will not be nullified by or exception created by
more specific terms elsewhere in this Contract.
55. ENTIRE AGREEMENT: This Contract shall constitute the entire agreement between the parties, and supersedes any and all other
prior and contemporaneous agreements and understandings between the parties, whether oral or written.
56. SURVIVORSHIP: This paragraph defines the specific contractual provisions that will remain in effect after expiration of, the
completion of, or termination of this Contract, for whatever reason: (a) Contract Jurisdiction, Choice of Law, and Venue; (b) Secure
Protection and Handling of Public Data; (c) Data Breach Responsibilities; (d) Ownership in Custom Deliverables; (e) Ownership,
Protection, and Use of Records, including Residuals of such records; and (f) Ownership, Protection, and Use of Confidential
Federal, State, or Local Government Internal Business Processes, including Residuals of such confidential business processes; (g)
Ownership, Protection, and Return of Documents and Data Upon Contract Termination or Completion; (h) Confidentiality; (i)
Conflict of Terms; and (j) any other terms that by their nature would survive the expiration of, completion, or termination of this
contract.
57. WAIVER: The waiver by either party of any provision, term, covenant, or condition of this Contract shall not be deemed to be a
waiver of any other provision, term, covenant, or condition of this Contract nor any subsequent breach of the same or any other
provision, term, covenant, or condition of this Contract.
58. CONTRACT INFORMATION: During the duration of this Contract, the Division of Purchasing is required to make available contact
information of Contractor to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce
Services may contact Contractor during the duration of this Contract to inquire about Contractor’s job vacancies.
59. COMPLIANCE WITH ACCESSIBILITY STANDARDS: Contractor shall comply with and adhere to Accessibility Standards of
Section 508 Amendment to the Rehabilitation Act of 1973. Contractors must also adhere to Utah Administrative rule R895-14-1-3-
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3, which states that vendors developing new websites or applications are required to meet accessibility guidelines subject to rule
R895 and correct any items that do not meet these guidelines at no cost to the agency; and Rule R895-14-1-4-2, which states that
vendors proposing IT products and services shall provide Voluntary Product Accessibility Template® (VPAT™) documents.
Contractor acknowledges that all Goods and Custom Deliverables that it licenses, contracts, or sells to DTS under this contract are
accessible to people with disabilities.
60. RIGHT TO AUDIT: Contractor agrees to, upon written request, permit Division, or a third party designated by the Division, to
perform an assessment, audit, examination, or review of all of Contractor’s sites and environments - including physical, technical,
and virtual sites and environments - in order to confirm Contractor’s compliance with this Contract; associated Scopes of Work; and
applicable laws, regulations, and industry standards. Contractor shall fully cooperate with such assessment by providing access to
knowledgeable personnel; physical premises; records; technical and physical infrastructures; and any other person, place, or
object which may assist the Division or its designee in completing such assessment. In addition, upon request, Contractor shall
provide the Division with the results of any audit performed by or on behalf of Contractor that would assist the Division or its
designee in confirming Contractor’s compliance with this Contract; associated Scopes of Work; and applicable laws, regulations,
and industry standards.
61. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large orders
provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is necessary for
Contractor to offer discount pricing to an Eligible User for large volume purchases.
62. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each Eligible
User. Contractor agrees to supply each Eligible User with Goods based upon the same terms, conditions and prices of this
Contract.
63. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Goods from this Contract will be treated as if they were individual
customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor agrees that each
Eligible User will be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges to each Eligible User
individually. The Division is not responsible for any unpaid invoice.
64. QUANTITY ESTIMATES: The Division does not guarantee any purchase amount under this Contract. Estimated quantities are for
Solicitation purposes only and are not to be construed as a guarantee.
65. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in
accordance with the terms of this Contract.
66. REPORTS AND FEES:
1. Administrative Fee: Contractor agrees to provide a quarterly administrative fee to the State in the form of a Check or EFT
payment. The fee will be payable to the “State of Utah Division of Purchasing” and will be sent to State of Utah, Division of
Purchasing, 3150 State Office Building, Capitol Hill, PO Box 141061, Salt Lake City, UT 84114. The Administrative Fee will
be the amount listed in the Solicitation and will apply to all purchases (net of any returns, credits, or adjustments) made under
this Contract.
2. Quarterly Reports: Contractor agrees to provide a quarterly utilization report, reflecting net sales to the State during the
associated fee period. The report will show the quantities and dollar volume of purchases by each agency and political
subdivision. The quarterly report will be provided in secure electronic format and/or submitted electronically to the Utah
reports email address: salesreports@utah.gov.
3. Report Schedule: Quarterly utilization reports shall be made in accordance with the following schedule:
Period End Reports Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
4. Fee Payment: After the Division receives the quarterly utilization report it will send Contractor an invoice for the total quarterly
administrative fee owed to the Division. Contractor shall pay the quarterly administrative fee within thirty (30) days from receipt
of invoice.
5. Timely Reports and Fees: If the quarterly administrative fee is not paid by thirty (30) days of receipt of invoice or quarterly
utilization reports are not received by the report due date, then Contractor will be in material breach of this Contract.
If Services are applicable to this Contract, the following terms and conditions apply to this Contract:
67. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Contract. For all Services,
time is of the essence.
68. PERFORMANCE EVALUATION: The Division may conduct a performance evaluation of Contractor’s Services, including
Contractor’s Subcontractors, if any. Results of any evaluation may be made available to the Contractor upon Contractor’s request.
69. ADDITIONAL INSURANCE REQUIREMENTS:
1. Professional liability insurance in the amount as described in the Solicitation for this Contract, if applicable.
2. Any other insurance policies described or referenced in the Solicitation for this Contract.
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3. Any type of insurance or any increase of limits of liability not described in this Contract which the Contractor requires for its own
protection or on account of any federal, state, or local statute, rule, or regulation shall be its own responsibility, and shall be
provided at Contractor’s own expense.
4. The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility
or liability under this Contract or any applicable law, statute, rule, regulation, or order. Contractor must provide proof of the above
listed policies within thirty (30) days of being awarded this Contract.
70. STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of
care exercised by licensed members of their respective professions having substantial experience providing similar services which
similarities include the type, magnitude, and complexity of the Services that are the subject of this Contract.
71. STATE REVIEWS, LIMITATIONS: The Division reserves the right to perform plan checks, plan reviews, other reviews, and/or
comment upon the Services of Contractor.
72. TRAVEL COSTS: The following will apply unless otherwise agreed to in the contract: All travel costs associated with the delivery of
Services under this Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7.
Invoices containing travel costs outside of these rates will be returned to the Contractor for correction.
(Revision Date: April 16, 2018)
Attachment I - Page 56 of 79
Washington-specific terms and conditions
NASPO ValuePoint Solicitation SK18001 – Data Communications Products
& Services
The state of Washington intends to participate in the Master Agreement resulting from NASPO
ValuePoint Solicitation SK18001 for Data Communications Products & Services. Washington’s complete
terms and conditions will be detailed in any Participating Addendum to a Master Agreement resulting from
Solicitation SK18001.
Washington-Specific Terms and Conditions
1. Washington’s Electronic Business Solution (WEBS).
Contractor represents and warrants that it is registered in Washington’s Electronic Business
Solution (WEBS), Washington’s contract registration system and that, all of its information therein
is current and accurate and that throughout the term of this Contract, Contractor shall maintain
an accurate profile in WEBS.
2. Statewide Payee Desk.
Contractor represents and warrants that it is registered with the Statewide Payee Desk, which
registration is a condition to payment.
3. Contract Sales Reporting. Contractor shall report total contract sales quarterly to Enterprise
Services, as set forth below.
A. REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract
Sales Reporting System. Enterprise Services will provide Contractor with a login password
and a vendor number.
B. DATA. Each sales report must identify every authorized Purchasing Entity by name as it is
known to Enterprise Services and its total combined sales amount invoiced during the
reporting period (i.e., sales of an entire agency or political subdivision, not its individual
subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise
Services. Upon request, Contractor shall provide contact information for all authorized
Purchasing Entities specified herein during the term of this Participating Addendum. Refer
sales reporting questions to the Primary Contact set forth below. If there are no contract
sales during the reporting period, Contractor must report zero sales.
C. DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the applicable
calendar quarter:
4. Vendor Management Fee.
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Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.50 percent on
the purchase price for all sales (the purchase price is the total invoice price less applicable sales
tax).
D. The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as
follows:
E. Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax)
x .0150.
F. The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a
separate line item on any invoice unless specifically requested and approved by Enterprise
Services.
G. Enterprise Services will invoice Contractor quarterly based on Contract sales reported by
Contractor. Contractors are not to remit payment until they receive an invoice from
Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference this
Contract number, work request number (if applicable), the year and quarter for which the
VMF is being remitted, and the Contractor’s name as set forth in this Contract, if not already
included on the face of the check.
H. Failure to accurately report total net sales, to submit a timely usage report, or remit timely
payment of the VMF, may be cause for Contract termination or the exercise of other
remedies provided by law. Without limiting any other available remedies, the Parties agree
that Contractor’s failure to remit to Enterprise Services timely payment of the VMF shall
obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction
costs incurred by the State to identify, process, and collect such sums. The sum of $200.00
or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the
maximum allowed by law, if less.
I. Enterprise Services reserves the right, upon thirty (30) days advance written notice, to
increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to
renegotiate Contract pricing with Contractor when any subsequent adjustment of the VMF
might justify a change in pricing.
5. Contractor Representations and Warranties
Contractor makes each of the following representations and warranties as of the effective date of
this Participating Addendum and at the time any order is placed pursuant to the Contract. If, at
the time of any such order, Contractor cannot make such representations and warranties,
Contractor shall not process any orders and shall, within three (3) business days notify Enterprise
Services, in writing, of such breach.
A. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Contract
and the three (3) year period immediately preceding the award of the Contract, it is not
determined, by a final and binding citation and notice of assessment issued by the
Washington Department of Labor and Industries or through a civil judgment entered b y a
court of limited or general jurisdiction, to be in willful violation of any provision of Washington
state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52.
B. PAY EQUALITY. Contractor represents and warrants that, as required by Washington state law
(Laws of 2017, Chap. 1, § 147), during the term of the Contract for the time period of July 1,
2017 through June 30, 2019, it agrees to equality among its workers by ensuring similarly
employed individuals are compensated as equals. For purposes of this provision, employees
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are similarly employed if the individuals work for the same employer, the performance of the
job requires comparable skill, effort, and responsibility, and the jobs are performed under
similar working conditions. Job titles alone are not determinative of whether employees are
similarly employed. Contractor may allow differentials in compensation for its workers based
in good faith on any of the following: a seniority system; a merit system; a system that
measures earnings by quantity or quality of production; a bona fide job-related factor or
factors; or a bona fide regional difference in compensation levels. A bona fide job-related
factor or factors may include, but not be limited to, education, training, or experience, that is:
consistent with business necessity; not based on or derived from a gender-based differential;
and accounts for the entire differential. A bona fide regional difference in compensation level
must be consistent with business necessity; not based on or derived from a gender -based
differential; and account for the entire differential. Notwithstanding any provision to the
contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of
compliance within thirty (30) days, Enterprise Services may suspend or terminate this
Participating Addendum and Contract and any Purchaser hereunder similarly may suspend
or terminate its use of the Contract and/or any agreement entered into pursuant to this
Participating Addendum.
C. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its
principals or affiliates presently are debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in any governmental contract by any
governmental department or agency within the United States.
6. Compliance with Law; Taxes, Licenses, & Registration: Contractor shall comply with all
applicable law. Contractor shall register to conduct business in the State of Washington and
promptly acquire and maintain all necessary licenses and registrations and pay all applicable
taxes and fees. In addition, for all sales to purchasers in the State of Washington, Contractor
shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all
invoices.
7. Subcontractors
All Contractor’s Distributors authorized in the State of Washington, as shown on the dedicated
Contractor NASPO ValuePoint website, are approved to provide sales and service support to
participants in the NASPO ValuePoint Master Agreement. The Contractor’s Distributor’s
participation will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement.
8. Public Information
This Contract and all related documents are subject to public disclosure as required by
Washington’s Public Records Act, RCW chapter 42.56.
9. OCIO Policy & Security Compliance
Contractor shall comply with Washington Office of the Chief Information Officer (OCIO) statewide
information technology policies 141.10 – Securing Information Technology Assets Standards and
188 - Accessibility, as applicable, for Purchasing Entity and for Contractor’s Pr oduct(s)
implemented by Purchasing Entity. Such policies are located on the OCIO website at:
https://ocio.wa.gov//policies.
Prior to final execution of a Washington State Agency’s Order with a Contractor, the Contractor’s
Product(s), as implemented by the Washington State Agency, will be subject to a security design
Attachment I - Page 59 of 79
review performed by Washington Consolidated Technology Services to ensure compliance with
OCIO Policy 141.10 - Securing Information Technology Assets Standards.
Attachment I - Page 60 of 79
NASPO ValuePoint
INTENT TO PARTICPATE
Cooperative Contract(s) for
Data Communications Products & Services (2019-2024)
I. PURPOSE
The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate
in multi-state cooperative contract(s) for the Data Communications Products & Services.
II. SCOPE OF THE CONTRACT(S)
The State of Utah is authorized by agreement of the participants to act as the procurement officer in
developing multi-state cooperative contract(s) for Data Communications Products & Services.
The resulting contracts will be permissive contracts.
Administrative Fee
There will be a 0.25% NASPO ValuePoint administrative fee associated with these contracts. It is
anticipated that the individual states will be able to add an administrative fee when the state executes its
Participating Addendum.
III. TERM OF THE CONTRACT
The initial term of the contract will be established for five (5) years from the date of award with options
to extend the contract for (2) two additional years.
IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION
The solicitation and contract development shall be accomplished in compliance with the NASPO
ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative
purchasing program, incorporated herein by reference.
Solicitation Publication Period
Bidders/Offerors will be given at least 40 days after publication to submit proposals.
Solicitation Type and Evaluation Criteria
This RFP will be issued and evaluated in concert with the procurement laws and rules of the State of
Utah by a sourcing team comprised of members from several states.
Award(s)
The solicitation will permit multiple awards.
Attachment I - Page 61 of 79
Additional Requested Information
State Specific Terms and Conditions: If the participating state wishes to include any State specific terms
and conditions with the release of this RFP, please attach those with this Intent to Participate.
Annual Estimated Volume: If your State has an existing contract for this commodity or service, please
indicate your annual volume of spend (including any potential political subdivision usage if available).
Annual State Spend 16,000,0000.00
Annual Political Subdivision Spend 16,000,000.00
Total Spend 32,000,000.00
State of Minnesota
Ms. Betsy Hayes, Chief Procurement Officer
Director Name
651.201.2400 Betsy.Hayes@state.mn.us
Director Phone Director Email
Director has approved ITP to be submitted? Yes ☒ No ☐
(Click appropriate box)
State Specific T&Cs to be included in RFP? Yes ☐ No ☒
(Click appropriate box)
Mike Brick, Acquisitions Management Specialist
State Point of Contact Name and Title
651.201.2445 mike.brick@state.mn.us
Phone Email
Please email completed “Intent to Participate” document by Tuesday, July 10, 2018 to:
Shannon Berry
Cooperative Development Coordinator
NASPO ValuePoint
sberry@naspovaluepoint.org
Attachment I - Page 62 of 79
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