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City Council Committees - Operations and Public Safety Committee - 06/21/2022
Unless otherwise noted, the Operations and Public Safety Committee meets at 4 p.m. on the first and third Tuesday of each month in Kent City Hal l, Council Chambers East, 220 Fourth Avenue South, Kent, WA 98032. For additional information please contact Kim Komoto at 253-856-5728, or mail Kkomoto@kentwa.gov. Any person requiring a disability accommodation should contact the City Clerk’s Office a t 253-856-5725 in advance. For TDD relay service call Washington Telecommunications Relay Service at 7-1-1. Operations and Public Safety Committee Tuesday, June 21, 2022 4:00 PM Chambers To listen to this meeting, call 1-888-475-4499 or 1-877-853-5257 and enter Meeting ID 859 1249 8253, Passcode: 873754 Chair Bill Boyce Councilmember Brenda Fincher Councilmember Satwinder Kaur Councilmember Marli Larimer Councilmember Zandria Michaud Councilmember Les Thomas Councilmember Toni Troutner ************************************************************** Item Description Action Speaker Time 1. Call to Order Chair 2. Roll Call Chair 3. Agenda Approval Chair 4. Business Chair A. Approval of Minutes Approval of June 7, 2022 Minutes YES Chair 01 MIN. B. Payment of Bills YES Paula Painter 01 MIN. C. INFO ONLY: Quasi-Judicial Matters NO Tammy White 10 MIN. D. Cooperative Purchasing Agreement with Hewlett Packard Enterprise - Authorize YES James Endicott 05 MIN. E. Cooperative Purchasing Agreement with Dooley YES Asisstant Chief Kasner 05 MIN. Operations and Public Safety Committee CC Ops and PS Regular Meeting June 21, 2022 Enterprises, Inc - Authorize F. INFO ONLY: Flock Safety Systems Pilot Project NO Chief Padilla 10 MIN. G. INFO ONLY: Safe Places NO Officer Eric Doherty 20 MIN. H. INFO ONLY: First Quarter 2022 Investment Report NO Joe Bartlemay 10 MIN. 5. Adjournment Chair Page 1 of 4 Pending Approval Operations and Public Safety Committee CC Ops and PS Regular Meeting Minutes June 7, 2022 Date: June 7, 2022 Time: 4:00 p.m. Place: Chambers Members: Bill Boyce, Chair Brenda Fincher, Councilmember Satwinder Kaur, Councilmember Marli Larimer, Councilmember Zandria Michaud, Councilmember Les Thomas, Councilmember Toni Troutner Councilmember Agenda: 1. Call to Order 4:00 p.m. Council President Boyce called the meeting to order. 2. Roll Call Attendee Name Title Status Arrived Bill Boyce Chair Present Brenda Fincher Councilmember Present Satwinder Kaur Councilmember Present Marli Larimer Councilmember Excused Zandria Michaud Councilmember Present Les Thomas Councilmember Present Toni Troutner Councilmember Present 3. Agenda Approval 1. I move to approve the agenda as presented. RESULT: MOTION PASSES [UNANIMOUS] MOVER: Les Thomas, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Michaud, Thomas, Troutner 4. Business A. Approval of Minutes i. Approval of Minutes dated May 17, 2022 MOTION: Move to approve the Minutes dated May 17, 2022 Packet Pg. 3 Minutes Acceptance: Minutes of Jun 7, 2022 4:00 PM (Approval of Minutes) Operations and Public Safety Committee CC Ops and PS Regular Meeting Minutes June 7, 2022 Kent, Washington Page 2 of 4 RESULT: APPROVED [UNANIMOUS] MOVER: Les Thomas, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Michaud, Thomas, Troutner B. Payment of Bills - Authorize MOTION: I move to authorize the payment of bills. RESULT: MOTION PASSES [UNANIMOUS] Next: 6/21/2022 7:00 PM MOVER: Les Thomas, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Michaud, Thomas, Troutner C. Consultant Services Agreement with The Segal Group, Inc. - Authorize Human Resources Director, Teri Smith advised there will be no action taken on this agreement due to the contract not being ready for Council to review and approve. Due to limited staffing resources, The Segal Group has requested the scope of work be revised to commence in 2023. Smith advised this agreement will be brought to this committee in the fourth quarter of 2022. MOTION: I move to authorize the Mayor to sign a Consultant Services Agreement with The Segal Group, Inc for a classification and compensation study for non-represented employees, in an amount not to exceed $120,000, subject to final terms and conditions acceptable to the Human Resources Director and City Attorney. RESULT: NO ACTION TAKEN D. Ordinance Amending Kent City Code 2.34 – “Municipal Court” Salaries of Judicial Positions - Adopt Interim Chief Administrative Officer, Pat Fitzpatrick advised this ordinance is bring brought through Council at the request from the Administration Department. Fitzpatrick advised RCW 3.50.080 requires that the salaries of municipal court judges be set by ordinance and that all costs of operating a municipal court be paid from funds of the City. Through Kent City Code § 2.34.050, the City Council previously established the salaries of municipal court judges at 95% of the salary paid to district court judges. Currently, district court judges are paid a salary of $190,120 per year. The 95% rate paid to Kent’s municipal court judges in accordance with KCC 2.34.040 is $180,614, a $9,506 difference. The request is to pay Kent’s Packet Pg. 4 Minutes Acceptance: Minutes of Jun 7, 2022 4:00 PM (Approval of Minutes) Operations and Public Safety Committee CC Ops and PS Regular Meeting Minutes June 7, 2022 Kent, Washington Page 3 of 4 municipal court judges the same as judicial district court salaries. The Washington Citizens’ Commission on Salaries for Elected Officials has established a salary schedule that increases the salary paid to district court judges to $193,447, effective July 1, 2022, an increase of $3,327 per year. The Kent Municipal Court’s Administrator, in conjunction with the Mayor’s Office, has requested that the City consider increasing the salary for Kent’s municipal court judges to match the salary paid to district court judges, including the salary increase that takes effect July 1, 2022, and to increase the hourly rate paid to judges pro tem and court commissioners from $60 an hour, to $70 an hour. Because this ordinance would not go in effect until 30 days after the date it is formally passed, the ordinance includes a provision that applies the salary increase retroactively back to July 1, 2022, which is the same date that the current salary adjustment for district court judges takes effect. MOTION: I move to adopt Ordinance No. 4430 that amends Chapter 2.34 of the Kent City Code, entitled “Municipal Court,” to increase the salaries for judges, judges pro tem, and court commissioners to match those paid to district court judges. RESULT: MOTION PASSES [UNANIMOUS] Next: 6/21/2022 7:00 PM MOVER: Les Thomas, Councilmember SECONDER: Zandria Michaud, Councilmember AYES: Boyce, Fincher, Kaur, Michaud, Thomas, Troutner E. INFO ONLY: Equity Strategic Plan Update Race and Equity Manager, Uriel Varela provided an update on the Equity Strategic Plan for the In-Language Resources and Equitable Representation areas of focus. Varela reviewed action Items for In-Language Services detailed by community indicators, actions, timeline, accountability, performance measurers and progress report for the following areas of focus for in- language services: · Create Language Access Plan · The City should collect language data · Invest in community by creating an independent contractor list of certified interpreters and translators who reside in Kent. · Use translation API - Machine Learning technology that can lower translation costs over time and increase speed of translations. Varela reviewed Action Items for Equitable Representation detailed by community indicators, actions, timeline, accountability, performance measurers and progress report for the following areas of focus for in- Packet Pg. 5 Minutes Acceptance: Minutes of Jun 7, 2022 4:00 PM (Approval of Minutes) Operations and Public Safety Committee CC Ops and PS Regular Meeting Minutes June 7, 2022 Kent, Washington Page 4 of 4 language services: · Increase number of multilingual staff and diverse staff · Create language incentive policy for employees who wish to use their multilingual skills · Partner with community based organizations to create diverse candidate network for city job openings. · Increase the city’s Municipal Equality Index score to 100 · Create blind recruitment process Varela reviewed the upcoming meeting schedule through July of 2022. The City can improve their Municipal Equality Index score by improving on: · Municipal Services · Law Enforcement · Municipality as an Employer F. INFO ONLY: April 2022 Financial Report Financial Planning Manager, Michelle Ferguson presented the April 2022 Financial report. Ferguson indicated property tax revenue is coming in lower than the same time as 2021, but overall is coming in slightly higher than budget. Sales tax revenues continue to come in strong. Other revenues, over the last four months are coming in higher than 2021, as are licenses and permits and charges for services. Ferguson indicated revenues into the Capital Resources Fund are coming in over what was budgeted due to strong sales tax and REET revenue. Ferguson explained the large variance in the Liability Insurance Fund. 5. Adjournment 4:39 p.m. Kimberley Komoto Committee Secretary Packet Pg. 6 Minutes Acceptance: Minutes of Jun 7, 2022 4:00 PM (Approval of Minutes) FINANCE DEPARTMENT Paula Painter, CPA 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: Payment of Bills MOTION: I move to approve the payment of bills. SUMMARY: BUDGET IMPACT: SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. 4.B Packet Pg. 7 OFFICE OF THE CITY ATTORNEY Tammy White, Acting City Attorney 220 Fourth Avenue South Kent, WA 98032 253-856-5770 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: INFO ONLY: Quasi-Judicial Matters SUMMARY: Acting City Attorney, Tammy White will provide Council with information on quasi-judicial matters and a change in the process used to screen for conflicts and to ensure quasi-judicial proceedings before Council are procedurally fair and impartial. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. ATTACHMENTS: 1. Appearance of Fairness - Quasi-Judicial - Form for Council (PDF) 4.C Packet Pg. 8 QUASI-JUDICIAL HEARING APPEARANCE OF FAIRNESS DISCLOSURE STATEMENT Please return this form to the City Clerk Prior to the Hearing Council Meeting Date: June 21, 2022 Agenda Item No: Other Business – B Title: Gill Rezone Ordinance - Adopt Type of Quasi-Judicial Hearing: Rezone Property Location: 24032 116th Avenue SE Property Owner: C&D Land Corp. Applicant: Imad Bahbah for IHB Architects Applicant Representative: David White Prospective Purchaser: Jaggi 123, LLC and its sole Governor Amarjeet Singh Gill Application Date: November 4, 2021 Opponent(s) of Rezone: None to date A rezone request is set on your agenda at the above-referenced Council meeting for you to consider changing the zoning designation of the listed property. Typically, as a City Councilmember, you sit as a member of the legislative body and make policy decisions for the City. However, a rezone is considered a quasi-judicial matter. In quasi-judicial matters, you act as a member of a panel of judges to determine the rights of a property owner. Washington’s Appearance of Fairness Doctrine, found in Chapter 42.36 RCW, applies to a quasi- judicial rezone. The Appearance of Fairness Doctrine is intended to ensure that a quasi- judicial decision of the Council is fair and unbiased in both appearance and in fact. In order to ensure compliance with the Appearance of Fairness Doctrine, please answer the following questions by placing an “x” after “Yes” or “No”: 1. Between the date the rezone application was submitted (see above) and today, have you had any communication (verbal/written/text/email, etc.) with any proponent or opponent of the rezone? Yes ___ No: ___ a. If the answer is “no”, please move to the next question. b. If the answer is “yes”: i. You are required, at the Council meeting, to place on the record the substance of that communication; and ii. Any member of the public is permitted to rebut the substance of the communication at the Council meeting. 2. Are you employed by, or own any business interest in, a business of any proponent or any opponent to this rezone? Yes ___ No: ___ 3. Is there a chance that you stand to financially gain from the approval or denial of this rezone? For example, do you own an interest in property or a business on or in close proximity to this property? Yes ___ No: ___ i. If yes, will property that you have an ownership interest in increase or decrease in value as a result of the outcome of this rezone? Yes ___ No: ___ 4. Do you have a familial, social, or employment relationship (past, current, or prospective) with any proponent or opponent of this rezone? Yes ___ No: ___ 5. Are you aware of anything that may impact your ability to consider this matter fairly and impartially? Yes ___ No: ___ An answer of “yes” to question 1 will not disqualify a member of Council from proceeding if the contact is disclosed and rebuttal is permitted. An answer of “yes” to any of the questions in 2-5 may cause disqualification depending on the circumstances. Signature of Councilmember: _________________________ Date: __________ 4.C.a Packet Pg. 9 Attachment: Appearance of Fairness - Quasi-Judicial - Form for Council (3200 : INFO ONLY: Quasi-Judicial Matters and Change in Conflict INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: Cooperative Purchasing Agreement with Hewlett Packard Enterprise - Authorize MOTION: I move to authorize the IT Director to purchase hardware and services through the cooperative purchasing agreement the state Department of Enterprise Services has with Hewlett Packard Enterprise if those purchases are within the City’s established budgets and made during the term of the state contract. 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, which is a non-profit subsidiary of the National Association of State Procurement Officials (“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. Purchasing made through a purchasing cooperative are exempt from competitive bidding requirements pursuant to 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 Hewlett Packard Enterprise (“HP Enterprise”). This contract is currently in effect through February 28, 2023. Should the City purchase from HP Enterprise 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. HP Enterprise provides datacenter servers and storage including related peripherals and services. The City has a current need to purchase servers and associated peripherals to upgrade our existing SCADA system. The cost for the servers and associated peripherals is estimated to be $26,321.12. While this amount is within the Mayor’s contract authority, IT staff seeks Council approval to allow future purchases to be made under this contract for additional products through HP Enterprise, so long as future purchases are within established budgets and the contract is in effect. 4.D Packet Pg. 10 BUDGET IMPACT: $26,321.12 SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (PDF) 4.D Packet Pg. 11 Hewlett Packard Enterprise MNNVP-134 / WA DES 05815-014 Quote & Contract Exhibit for OPSC 4.D.a Packet Pg. 12 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Hewlett Packard Enterprise Quote NQ04254946-01 4.D.a Packet Pg. 13 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Page 1 of 4Legal Quotation: . Phone: Address: Email: Fax Number: Date: Terms: RFQ #: HPE Sales Contact: Email: Submit Purchase Order To: Contract ID: Quote ID: Mark Bleakley mark.bleakley@hpe.com 05815-014 NT30 AFTER INVOICE DATE July 31, 2022 US-SLED-ORDERS@hpe.com Solution Overview Support Sub-total Net Price Hardware Software 14,910.04 869.12 8,127.40 USD 23,906.56 Grand Total: June 6, 2022 Solution Total weight 153.224 Kg Shipping and Handling Estimated USD 0.00 Email PO to: Quote summary NQ04254946-01 Customer details USD 23,906.56 Quote Segment:+1 206 7948416Phone: Fax: In reply to your request:Expires On: 0.00 0.00 Installation Services, Training, & Other Estimated Delivery Time:95 - 119Days Sold To Address:Ship To Address: Kent, Washington, 98032-5838 US KENT, CITY OF US 220 4TH Ave S 220 4TH Ave S Kent, Washington, 98032-5838 KENT, CITY OF Following are required with PO submissions to HPE: • Hewlett Packard Enterprise listed as the Vendor • Bill-to & ship-to addresses, End User name and address • PO # with valid HPE quote # (incl. Contract ID where applicable) • HPE Purchase Agreement # (if applicable) • Contact name, phone # and email address • Requested Delivery Date • Tax Status (tax exemption requires a valid certificate)FINANCING : As low as USD 681.69 per Month for 36 months Fair Market Value1 Please Contact your local HPE or HPE FS rep for more information HPE Contact Estimated Delivery Time is purely an estimate. It can materially change based on when the order is placed and the ongoing evolving material supply situation. Hewlett Packard Enterprise Proprietary for Customer Use Only - Do Not Share. 4.D.a Packet Pg. 14 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Page 2 of 4 NQ04254946-01Legal Quotation: . The following structured solution is offered for sale with a defined configuration menu and solution adjustment. Changing the configuration may affect the offer. Quote details No.Qty Product Description Ext Net Price Estimated Delivery Time CNFG 4 5127650940-02 Bleakley City of Kent DL360 Skinny 23,906.56 95 days 0100 1 P28947-B21 HPE DL360 Gen10+ 4LFF NC CTO Svr 6,927.20 91 days 1 P28947-B21#ABA DL360 Gen10 Plus 4LFF CTO Server 0.00 23 days 0101 1 P36920-B21 INT Xeon-S 4309Y CPU for HPE 2,882.04 15 days 0102 1 P07525-B21 HPE 8GB 1Rx8 PC4-3200AA-R Smart Kit 522.88 53 days 0103 2 P47808-B21 HPE 960GB SATA RI LFF LPC MV SSD 2,204.80 15 days 0104 1 P08449-B21 INT I350 1GbE 4p BASE-T OCP3 Adptr 766.40 15 days 0105 2 865408-B21 HPE 500W FS Plat Ht Plg LH Pwr Sply Kit 838.00 95 days 0106 1 BD505A HPE iLO Adv 1-svr Lic 3yr Support 869.12 20 days 0107 1 P13771-B21 HPE Gen10 Plus TPM BR Module Kit 119.84 23 days 0108 1 P14604-B21 HPE Gen10+ Intrusion Detection Kit 52.80 23 days 0109 1 P07818-B21 HPE DDR-4 DIMM Blanks Kit 103.20 23 days 0110 1 P26487-B21 HPE DL300 G10+ 1U LFF Easy Inst Rail Kit 375.20 15 days 0111 1 P37863-B21 HPE DL360 Gen10+ Stnd Heat Sink Kit 117.68 74 days 0200 1 HU4B2A5 HPE 5Y Tech Care Basic SVC 0.00 Support product 1 HU4B2A5#ZSA HPE Proliant DL360 Gen10+ Support 7,973.84 Support product 1 HU4B2A5#R2M HPE iLO Advanced Non Blade Support 153.56 Support product Hewlett Packard Enterprise Proprietary for Customer Use Only - Do Not Share. 4.D.a Packet Pg. 15 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Page 3 of 4 NQ04254946-01Legal Quotation: . Sub-Total:USD 23,906.56 Shipping and Handling USD 0.00153.224 KgTotal weightEstimated Grand Total:USD 23,906.56 Hewlett Packard Enterprise Proprietary for Customer Use Only - Do Not Share. 4.D.a Packet Pg. 16 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Page 4 of 4 NQ04254946-01Legal Quotation: . Terms & Conditions 1 TERMS AND CONDITIONS: Financing and service offerings available through Hewlett-Packard Financial Services Company and its subsidiaries and affiliates (collectively, “HPFSC”) in certain countries and is subject to credit approval of customer and execution of standard HPFSC documentation. Quotations are indicative, for discussion purposes only and based on certain assumptions, including a 36-month lease with a fair market value purchase option at the end of the term. Final pricing will be determined by HPFSC based on customer’s credit rating, offering terms, transaction size, and/or equipment type and options. Not all customers may qualify. Not available in all countries. Other restrictions may apply. HPFSC reserves the right to change or cancel this program at any time without notice. For inquiries regarding this quote please contact your HPE sales rep *If quoted herein, Remarketed Products are fully remanufactured and carry new product warranty. Purchase is subject to inventory availability at receipt of order. Inventory may not be reserved. Hewlett Packard Enterprise reserves the right to substitute new components if appropriate, or to cancel orders by notifying the customer if necessary components are unavailable. *If quoted herein, Hewlett Packard Enterprise Promotions must be ordered as quoted, no substitutions will be allowed. POs must be received on or prior to the expiration date of the quote or special promotion whichever comes first. *If quoted herein, Hewlett Packard Enterprise Consignment/Demo equipment is currently at the location listed on this quote. Issuing a PO against this formal quotation will imply acceptance and delivery of the Consignment/Demo inventory. The standard warranty applicable to new equipment will apply. Some demo equipment may contain products that are remanufactured to be functionally equivalent to new. If this quote contains Non-HPE branded products, Non-HPE branded products receive warranty coverage as provided by the relevant third party supplier. The terms and conditions of the NASPO ValuePoint Agreement as set forth in your Contract ID as referenced in your quote from HPE applies to any order placed as a result of this inquiry. No other terms and conditions shall apply. Please reference this contract when placing an order. Quote contains special discounts. Unless the customer has another valid agreement with Hewlett Packard Enterprise, this quotation is governed by Hewlett Packard Enterprise Customer Terms - Portfolio. A copy of these terms can be found on-line at https://www.hpe.com/us/en/about/end-user- agreement-terms.html Hewlett Packard Enterprise Proprietary for Customer Use Only - Do Not Share. © Copyright 2017 Hewlett Packard Enterprise Development LP. 4.D.a Packet Pg. 17 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Washington State Department of Enterprise Services Master Contract Usage Agreement (LW13-227) 4.D.a Packet Pg. 18 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 19 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 20 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 21 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 22 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 23 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Washington State Department of Enterprise Services Participating Addendum Hewlett Packard Company MA# MNNVP-134 Washington Master Contract #05815-014 4.D.a Packet Pg. 24 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 25Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 26Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 27Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 28Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 29Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 30Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 31Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 32Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 33Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 34Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 35Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 36Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 37Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 38Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 39Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 40Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 41Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 42Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 43Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 44Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 45Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 46Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 47Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 48Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 49Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 50Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 51Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 52Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 53Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 54Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 55Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 56Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 57Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 58Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.aPacket Pg. 59Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) WSCA NASPO-Hewlett Packard Company Master Agreement MNWNC-115 4.D.a Packet Pg. 60 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 61 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 62 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 63 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 64 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 65 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 66 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 67 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 68 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 69 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 70 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 71 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 72 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 73 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 74 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 75 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 76 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 77 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 78 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 79 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 80 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 81 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 82 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 83 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 84 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 85 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 86 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 87 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 88 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 89 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 90 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 91 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 92 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 93 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 94 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Hewlett Packard Company-Hewlett Packard Enteprise MNWNC-115 Assignment Agreement (to MNNVP-134) 4.D.a Packet Pg. 95 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 96 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 97 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 98 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 99 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 100 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 101 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 102 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 103 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 104 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 105 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 106 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 107 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 108 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 109 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 110 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 111 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 112 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 113 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 114 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 115 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 116 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 117 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 118 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 119 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 120 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 121 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 122 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 123 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 124 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 125 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 126 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 127 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 128 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 129 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 130 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 131 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 132 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 133 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Hewlett Packard Enteprise-MNNVP-134 Amendments 4.D.a Packet Pg. 134 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 135 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 136 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 137 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 138 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Assignment Agreement, Contract No. MNWNC-122 EXHIBIT A MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD and AMENDMENT NO. 1 4.D.a Packet Pg. 139 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION STATE OF MINNESOTA Materials Management Division 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD To: WITH NIMBLE STORAGE, INC. FOR COMPUTER EQUIPMENT: Storage including Related Peripherals & Services Nimble Storage, Inc. 211 River Oaks Parkway San Jose, CA 95134 Contract Vendor Administrator: Mary Reuss Email: Mary.Reuss@nimblestorage.com Phone: (612) 849-2548 CONTRACT NO: CONTRACT PERIOD: Through EXTENSION OPTION: MNWNC-122 April 1, 2015, or upon final executed signatures, whichever is later March 31, 2017 UP TO 36 MONTHS You are hereby notified that your response to our solicitation, which opened January 31,2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions); 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION In accordance with Minn. Stat.§ 16/3, subd. 3. BY(~_,_:p(i:?GLJL- Title: Master Agreement Administrator Print Name Title: V? , C"1i.-t-1!i.IU<L CJ, lA N. S F~L Date: \:J-1 Ut'S By: 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Sianature Or delegated representative. Printed Nama By: Original signed Title: Date: Date: FEB 2 6 2015 By lucas J. Jan nett CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 140 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS ................................................•....................................•...........................................•.................... 2 SUMMARY ....................................................................•................................................................................•..................... 3 EXHIBIT A-TERMS & CONDITIONS ...............................................................•...........................................•.................... 5 EXHIBIT B-PRICING ......................................•......................................................•............................................•..•......... 23 EXHIBIT B-PRICING SCHEDULE ..................•..............................................................................•.............................•.. 25 EXHIBIT C-PRODUCT AND SERVICE SCHEDULE (PSS) ......................•.................................................................... 26 EXHIBIT D-WEBSITE ................•......................................................................•.............................................................. 27 EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF) .............•..................•.•........................................•.................... 28 EXHIBIT E-ACTION REQUST FORM (ARF) .................................................................................................................. 29 EXHIBIT F -REPORTING ....................................................•......................................•.................................................... 30 EXHIBIT G-DEFINITIONS .........................................................................................................................•..•.•.•............. 31 2 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 141 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 c WSCA-NASPO' COOPERATIVE PURCHASING ORGANIZATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multi-state sourcing team the solicitation resulted in the Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for: Computer Equipment (Desktops, Laptops, Tablets, Servers and Storage including related Peripherals & Services). The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum. Band(s) awarded are identified below: Band 5: Storage The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website. 2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017, with the option to extend up to 36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. 4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops@ $10,000 for a total purchase price of $1 00,000). ITEM CONFIGURATION* Server $500,000 Storage $500,000 Desktops $ 10,000 Laptops $ 10,000 Tablets $ 5,000 Peripherals $ 5,000 Services Addressed by each State in participating addendum * Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 142 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software 1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits. 2. Software is an option which must be related to the procurement of equipment. 3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment. b. Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. 5. Managed Print Services are not allowed. c. Third Party Products. 1. Contract Vendors can only offer Third Party Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. 4 CONTRACT NO. MNWNCw122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 143 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A -TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disquallfied as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) c. The Solicitation including all Addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued. 4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by Iota/lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re- issue the solicitation, whichever is in the best interest of the Lead State. The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 144 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do nat support an attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Susan Kahle Acquisition Management Specialist Department of Administration Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 Fax: 651.297.3996 E-mail: susan.kahle@state.mn.us 8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final. By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must: a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 6 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 145 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATER/ALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competttive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 7 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 146 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. NEGOTIATED. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. Notwithstanding the foregoing, to the extent permissible under the applicable Participating Entity's state procurement laws, Contract Vendor may assert any claims for relief or causes of action described above (i) in defense of or as a counterclaim to any patent infringement action brought against it or {ii) if the Participating Entity declines to pursue such claims for relief or causes of action on its own behalf. 5. ASSIGNMENT/SUBCONTRACT. NEGOTIATED. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. Notwithstanding the foregoing, consistent with commercial practice, Contract Vendor shall be permitted to subcontract with or engage with its commercial contract manufacturers, partners and third party. service providers to perform its responsibilities under this Master Agreement. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in 8 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 147 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. 7. CONFIDENTIALITY, NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED. 7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential by Contract Vendor or any Participating Entity or Participating Entity's clients (each a "Disclosing Party") or would by its nature be deemed confidential obtained by recipient of such information (a "Recipient"), including, but not necessarily limited to (a) any Disclosing Party records, (b) personnel records, and (c) information concerning individuals, is confidential information of Disclosing Party ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by the Recipient shall be treated in the same manner as the Recipient's own Confidential Information but in no event shall the Confidential Information be treated with less than reasonable care. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Recipient publicly known; (b) is furnished by the Disclosing Party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Recipient's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Disclosing Party without the obligation of confidentiality, (e) is disclosed with the written consent of Disclosing Party or; (f) is independently developed by employees, agents or subcontractor of Recipient who can be shown to have had no access to the Confidential Information 7.2 Non-Disclosure. Recipient shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the purposes of this Master Agreement, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Recipient shall use commercially reasonable efforts to assist the Disclosing Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Recipient shall advise the Disclosing Party immediately if Recipient 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 Recipient shall at its expense cooperate with the Disclosing Party in seeking injunctive or other equitable relief in the name of Disclosing Party or Recipient against any such person. Except as directed by the Disclosing Party, Recipient 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. These provisions, including the provisions in subsection 7.1 defining Confidential Information, shall. be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Participating Entity. 7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to the Disclosing Party that is inadequately compensable in damages. Accordingly, the 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. Recipient acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of the Disclosing Party and are reasonable in scope and content. 7.4 Participating Entity is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws. 8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a written explanation for review by WSCA-NASPO. In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 2D, Minnesota Terms and Conditions 9. DEFAULTS & REMEDIES. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or 9 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 148 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17. 14. INDEMNIFICATION -INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. 10 CONTRACT NO. MNWNC~122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 149 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 17. INSURANCE. NEGOTIATED. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis except Tech Errors and Omissions Liability which may be written a claims made basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limtt of not Jess than $1 million per occurrence/$2 million general aggregate; b. Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contract Vendor shall pay premiums on all insurance policies and maintain Insurance at the current levels throughout the life of the contract. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) includes the Participating Entity as an additional insured as required by written contract, and, (ii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. 18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED-SEE SECTION 2B30 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. 20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State. 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCAINASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limtted to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. 23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state 11 CONTRACTNO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 150 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. NEGOTIATED. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain directly pertinent books, records, and documents, 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 Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Routine audits and/or examinations shall not be conducted more often than annually and the examining entity shall provide Contract Vendor reasonable notice of such audit and/or examination. Unless a longer period is required under the applicable Participating Entity's laws or regulations, This right shall survive for a period of three (3) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entity's law. 27. REPORTS -SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CO-Rom, jump drive or other electronic matter as determined by the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. 12 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 151 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 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 Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. ACCEPTANCE AND ACCEPTANCE TESTING. a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31'' day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. 29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. NEGOTIATED. OWNERSHIP a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor pursuant to a separately negotiated statement of work between the Contract Vendor and Purchasing Entity, and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion of the statement of work, or otherwise, upon, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity. b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the said statement of work, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to and/or outside performance of the Master Agreement including, without limitation, the Products, Software and Services, any updates or upgrades thereto, and will not own any of the Contract Vendor's intellectual property which the Purchasing Entity did not pay the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, non-exclusive, royalty free license in Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that 13 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 152 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) are purchased through this Master Agreement, under the terms and conditions of Contract Vendor's commercial agreements found at www.nimblestorage.com/docs. d. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict, the terms and conditions of the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 31. WAIVER OF BREACH. NEGOTIATED. Failure of Contract Vendor, Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Contract Vendor, Lead State or Participating Entity must be in writing. Waiver by the Contract Vendor, Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. NEGOTIATED. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include substantially the following as provided in Contract Vendor's standard commercial warranty as set forth in Contract Vendor's commercial agreements: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor in accordance with Contract Vendor's standard commercial warranty and disclaimers as set forth in Contract Vendor's commercial agreements. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court. 14 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 153 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. 2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines ryJCAG) 2.0 (Level AA) and Section 508 Subparts A-D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibility standard.pdf Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.gov/oetlpolicies-and-standards/accessibility/#. 3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 1 0 working days in which to fill the vacancy with an acceptable employee. 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. 6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 15 CONTRACT NO. MNWNC~122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 154 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already 16 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 155 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval. 10, CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf. 11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses and/or to respond to request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to em ailing, photocopying, State lntraneUinternet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed. 14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected non public, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State. The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work. 15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery. 16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple 17 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 156 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance 18 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 157 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. LIMITATION OF LIABILITY. The State agrees that the Contract Vendor, its principals, members and employees shall not be liable to the State for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the goods provided or services performed hereunder for an aggregate amount of $10,000,000. This limitation of liability does not apply to damages for personal injury or death, or to Contract Vendor's obligation to indemnify, defend and hold the State harmless against intellectual property infringement as set forth below. This indemnification does not include liabilities caused by the State's gross negligence, or intentional wrongdoing of the State. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) SHALL CONTRACT VENDOR BE LIABLE FOR INCIDENTIAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR LOST OR CORRUPTED DATA ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF ITS PRODUCTS. This Limitation of Liability replaces section 4 of the Nimble Storage End User License Agreement and section 6 of the Terms and Conditions of Sale and Support. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor, at its own expense, shall defend to the extent permitted by the Participating Entity's laws, the Participating Entity against any claim that any Product or Service provided under this Agreement infringes any patent, copyright or trademark in the United States, and shall pay all costs, damages and attorneys' fees that a court finally awards as a result of such a claim. In addition, if any third party obtains a judgment against a Participating Entity based upon the Contract Vendor's trade secret infringement relating to any Product or Service provided under this Agreement, the Contract Vendor agrees to reimburse the Participating Entity for all costs, attorneys' fees and the amount of the judgment. To qualify for such defense and/or payment, the Lead State or Participating Entity shall: 1. Give the Contract Vendor prompt written notice of any claim; 2. Allow the Contract Vendor to control the defense or settlement of the claim; and 3. Cooperate with the Contract Vendor in a reasonable way to facilitate the defense or settlement of the claim. If any Products or Services becomes , or in the Contract Vendor's opinion is likely to become the subject of a claim of infringement, the Contract Vendor shall, at its option and expense either (a) procure for the Participating Entity the right to continue using the Products or Services (b) replace or modify the Products or Services so that it becomes non-infringing or (c) accept return of the Products or Services to the Contract Vendor and refund an amount equal to the depreciated value of the returned Products or Service, less the unpaid portion of the purchase price and any other amounts, which are due to the Contract Vendor. The Contract Vendor's obligation will be void as to any Products or Services modified by the Participating Entity to the extent such modification is the cause of the claim. This remedy is in addition to any other remedy provided by law. The Contract Vendor has no obligation for any claim of infringement arising from: 1. The Contract Vendor's compliance with the Participating Entity's or by a third party on the Participating Entity's behalf designs, specifications, or instructions; 2. The Contract Vendor's use of technical information or technology provided by the Participating Enttty; 3. Product modifications by the Participating Entity or a third party; 4. Product use prohibited by Specifications; or 5. Product use with products that are not Contract Vendor branded. 19 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 158 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat.§ 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards : a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract,""Contract Vendor," "Master Agreement", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights. 24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web) 20 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 159 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. 25. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 26. PREFERENCE. Targeted/Economically Disadvantaged. In accordance with Minn. Stat.§ 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651.296.2600. Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat.§ 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or (3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat. § 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran-owned small business must meet the statutory requirements above by the "solicitation opening date and time. The preference is applied only to the first $500,000 of the response. If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 21 CONTRACT NO. MNWNC~122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 160 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 29. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract 30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: a. reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and e. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement 31. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent 32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 33. STATE AUDITS (Minn. Stat§ 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: Confidentiality, Non-Disclosure and Injunctive Relief, Indemnification, Limitation of Liability, Title of Product, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. 35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat § 13.37 22 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 161 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 t WSCA-NASPO' COOPERATIVE PURCHASING ORGANIZATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT 8 -PRICING 1. BAND(S) AWARDED: Band 5: Storage 2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity one" procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions. 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. 6. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULKNOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations: http://www.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade-Ins. 11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 23 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 162 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 24 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 163 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT 8 -PRICING SCHEDULE of Participating States. Participating Addendums by each State may address service agreement States may negotiate additional services. The majority of hardware includes a one year warranty. our·ch:3sewarranty upgrades for certain hardware as offered. For standard warranty information and 6. ADDITIONAL DISCOUNTS-Request a quote for discounts on bulk/volume purchases. For all hardware/software, there will be a volume discount tied to cumulative$ spent: Transaction >$1M-additional 1% discount over minimum discount Transaction >$5M additional 2% discount over minimum discount 25 CONTRACT NO. MNWNC~122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 164 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C -PRODUCT AND SERVICE SCHEDULE (PSS) 1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information: a. Band number b. Part# -SKU # c. Manufacturer d. Description e. Minimum Discount f. Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State 2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME: DATE: BASELINE PRICE LIST: LINK: MINIMUM CATEGORY BAND Part#-SKU# MANUFACTURER DESCRIPTION DISCOUNT CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 zzzzzzz LAPTOP CART 10% 2TM 3 123A ABC SUPER TABLET 25% 3A 4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. 26 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 165 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D -WEBSITE 1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement web page to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. 2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a. Baseline Price List and historic versions b. Approved Product and Service Schedule (PSS) c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d. Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved e. Link to the WSCA-NASPO EmarketCenter f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h. Sales representatives for participating entities i. Purchase order tracking j. Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k. Additional Terms may not be posted on the Website without written approval of the Lead State I. Link to the WSCA-NASPO EmarketCenter if a State is participating m. Information on accessibility and accessible products n. If participating in Premium Savings Package Program, lead with these products and display prominently on the website o. Links to environmental certification, including but not limited to take-back/recycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc. s. Link to Signed Participating Addendums t. Link to Signed Master Agreement u. Link to solicitation and Response 3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 27 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 166 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement #. ____ with ___________________ (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: ______ Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: _Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed _Third Party Product Addition Provide warranty Guarantee _Marketing Approval Attach Materials for review _Material Website Change Describe and provide link for review _Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: -------------- 28 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 167 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E -ACTION REQUST FORM (ARF) ACTION REQUEST FORM LOG Submit updated Action Log with each update. Log must provide history of previous update. CONTRACT VENDOR: _________ _ Contact Name and Email (for questions): ____________ _ DATE: ______ _ DATE ACTION REQUESTED: DATE APPROVED SUBMITTED 29 CONTRACT NO. MNWNCR122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 168 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F -REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter. 3. REQUIRED REPORTS: Report Name Submitted to Purpose & Submittal 1 WSCA-NASPO Administrative Fee WSCA-Identify total sales and administrative fee due to WSCA- NASPO NASPO 1) Go to: httg:/lwww.nasgo.org/WNCPO/Calculator.asgx 2) Complete all contract report information fields 3) Enter total sales per State or Select "no sales for quarter" checkbox 4) Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA-Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 Participating Addendum Status WSCA-Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 30 CONTRACT NO. MNWNCM122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 169 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) fRRBBDtB DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 f WSCA-NASPO' COOPERATIVE PURCHASING ORGANIZATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G -DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. SANC 6: RIJGGI!CI:li!C [ll!l/ICI!S R~§§eEiizeEI refers te Elevices s~ecifically Elesi§neEI te e~erate reliably in harsh ~Sa§e environments anEI cenEiitiens, s~ch as stren§ vibFatiens, elctreme tem~eFat~res anEI wet er El~sty cenEiitiens. R~§§eGiizeEI De•Jices may alse ae effereEil.lnEier aanss 1 a ef the Master A§reemenl. BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 31 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 170 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star®. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard-the IEEE 1680 EPEAT standard-and website www.epeat.net to identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certifythat their products are in conformance with the environmental performance standard for electronic products. FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. https://www.revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band. Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment. Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software. Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon. Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state. Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and 32 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 171 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase. Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. See http://www.wnpsp.com/index.html. Purchasing Entity-means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the Master Agreement and becomes financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage ensile or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Take back Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life. Third Party Products. Products sold by the Contract Vendor which are manufactured by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501 (c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. 33 CONTRACT NO. MNWNC-122 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT NIMBLE STORAGE. INC. 4.D.a Packet Pg. 172 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 173 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 174 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Assignment Agreement, Contract No. MNWNC-122 EXHIBIT B COMPUTER EQUIPMENT 2014-2020 Updated 01/01/2018 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD 1. BASELINE PRICING HP ENTERPRISE LIST PRICE 2. BAND DISCOUNTS CATEGORY CODE MINIMUM DISCOUNT BAND 4 SERVER 4M 14% BAND 5 STORAGE *Includes HPE Nimble Storage, See PSS Report for details 5M 20% Category Exception: Promotions/Smart Buys PROMO 1% IMPORTANT: The minimum discount is provided, refer to Contract Vendor’s Website for any additional discounts and request a quote for bulk/volume discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance. 3. THIRD PARTY PRODUCTS TPH 10% Category Exception: Third Party Software TPS 5% Category Exception: Microsoft O/S when purchased with Band 4 items 4M16 0% See HPE NASPO ValuePoint Website for Approved Third Party Software & Hardware Manufacturers. 4. SERVICES - Offered at 7-22% - Contact HPE for Time and Materials Rates and Custom Services Services are at the option of the Participating State. The Participating Addendum by each State may address service agreement terms. The majority of HPE Branded products include up to a 3 year warranty and HPE provides options to upgrade to 2, 3, 4 and 5 year warranty through HPE Care Packs for some products as available. For product specifications & standard warranty included with system see: http://www.hpe.com/global/showroom/ 5. LEASING Participating Addendum may identify if and how leasing agreement terms will be conducted. 6. ADDITIONAL DISCOUNTS – Request a quote for discounts on bulk/volume purchases. a) Big Deal Pricing: Contact HPE sales for additional savings provided through “special fixed pricing” (Big Deal). HPE offers Multiple Transaction Volume based on the quantity, specific product or products purchased in a given time period. b) Cumulative and Special Discounts: Based on annual volume, HPE will evaluate yearly sales on the Master Agreement and may elect to provide potential increased discount per band or provide specials for select products for the product category or series life cycle. c) Additional Bulk/Volume Discount Options: HPE may provide procuring entities with different flexible savings options based on what meets their specific needs and requirements. HPE may provide opportunities in the form of additional equipment if allowed by the Participating Entity. d) Contact HPE for detailed list of additional discounts provided. 4.D.a Packet Pg. 175 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) 4.D.a Packet Pg. 176 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) STATE OF MINNESOTA Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 May 5, 2021 Mary A. Reuss Hewlett Packard Enterprise 6280 America Center Drive San Jose, CA 95002 Dear Ms. Reuss: Please find enclosed Amendment 4 to NASPO Master Agreement No. MNNVP-134 for you to complete and return. Using the DocuSign process, please have the attached document(s) signed and routed for the State’s execution by May 14, 2021. If the Amendment is not properly executed it will be returned to you. Upon receipt of the properly executed document, and after signatures are obtained from the appropriate State authorities, a copy of the completed Amendment will be sent to your company. If you have any questions, please feel free to contact me. Sincerely, Andy Doran IT Acquisitions Supervisor Enclosure(s) cc: Amanda Spolec Stacey Pierce DocuSign Envelope ID: C7EE87C9-8922-4181-A8C1-8D933A2C6CCA 4.D.a Packet Pg. 177 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 4 to NASPO Master Agreement MNNVP-134 AMENDMENT NO. 4 TO NASPO MASTER AGREEMENT NO. MNNVP-134 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Hewlett Packard Enterprise, Hewlett Packard Enterprise, 6280 America Center Drive, San Jose, CA 95002 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNNVP-134, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNNVP-134 is extended through July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. Hewlett Packard Enterprise The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: C7EE87C9-8922-4181-A8C1-8D933A2C6CCA 5/5/2021 Contract Negotiator Mary A. Reuss 5/5/2021 5/6/2021 4.D.a Packet Pg. 178 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) Date: 05/24/2021 Dear State of Utah, This letter is to advise you that effective June 01, 2021, Hewlett Packard Enterprise Company will relocated its headquarters: From: 6280 America Center Drive San Jose, CA , 95002 U.S.A. To: 11445 COMPAQ CENTER WEST DRIVE HOUSTON, TX 77070 U.S.A. Please direct any future correspondence to the new address found above. Thank you for your prompt attention to this matter. Sincerely, Sandra Portilla Contracts Admin. 4.D.a Packet Pg. 179 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) HEADQUARTERS HOUSTON TEXAS INFORMATION • Name of Business: Hewlett Packard Enterprise Company • Address: 11445 COMPAQ CENTER WEST DRIVE, HOUSTON, TX 77070 • Federal Taxpayer ID: 47-3298624 • Cage Code #: 7E6V7 • Duns Number: 079834910 • Type of Organization: Corporate Entity, Not Federal (Not Tax Exempt) C Corp • Business Type: Large/Manufacturer • State of Corporation: Delaware Corporation • Congressional District: TEXAS 02 • County: Harris County • Foreign Owned/Controlled: NO • Union Affiliation: NO • Phone Number: (844) 579-4351 • FAX#: 800-344-9396 • Corporate Headquarters: 11445 COMPAQ CENTER WEST DRIVE, HOUSTON, TX 77070 • Business Start Date: 01-Aug-15 • Fiscal Year End Close Date: 10/31 • President & CEO: Antonio Neri 4.D.a Packet Pg. 180 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) DocuSign Envelope ID: 115F0898-0CA3-4480-810B-65587006E9EF 5/18/2022 Luke Jannett 4.D.a Packet Pg. 181 Attachment: 2015-2023_HP-Enterprise-MNNVP-134_OPSC Bundle v1 (3191 : Hewlett Packard Enterprise Contract - Authorize) POLICE DEPARTMENT Rafael Padilla, Police Chief 220 Fourth Avenue South Kent, WA 98032 253-852-2121 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize MOTION: I move to authorize the police department to purchase ammunition through the cooperative purchasing agreement the state Department of Enterprise Services has with Dooley Enterprises, Inc., if those purchases are within the City’s established budgets and made during the term of the state contract, and ratify the City’s past purchases with this vendor. SUMMARY: The City has entered into an agreement with the state Department of Enterprise Services (“DES”), which allows the City to cooperatively purchase through contracts the state publicly bids and enters into with various vendors. DES provides local governments 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 often do on their own. Purchases through a cooperative contract are exempt from the City’s competitive process bid requirements under KCC 3.70.110.F. On January 1, 2017, DES entered into a contract with Dooley Enterprises, Inc. for ammunition, which is currently effective through December 31, 2023. A copy of this cooperative contract is attached. The City has purchased under this cooperative agreement since its inception, and a list of those prior purchase amounts are attached. It was, however, recently discovered by staff that formal Council approval was inadvertently not obtained before those purchases were made. For that reason, this contract is now being brought before Council for approval of future purchases, as well as ratification of past purchases. All purchases will be made in accordance with budgets previously established and approved by Council. BUDGET IMPACT: Expenses paid from existing budgeted funds. These budgeted funds fall under Armament in the General Fund and Criminal Justice Fund. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. 4.E Packet Pg. 182 ATTACHMENTS: 1. Dooley Ledger Report (PDF) 2. Master Contract (Ammunition) - Dooley Enterprises (PDF) 3. 02616 Amendment 1 - July 2017 (PDF) 4. 02616 Amendment 2 - February 2019 (PDF) 5. 02616 Amendment 3 - February 2021 (PDF) 4.E Packet Pg. 183 Purchase Order Document Number Batch Date G/L Date Gross Amount Supplier Number Desc Invoice Date Invoice Number 00136757 409165 4/11/2017 4/11/2017 18,834.00 Dooley Enterprises, Inc.3/30/2017 53775 00136757 409922 4/24/2017 4/24/2017 3,524.78 Dooley Enterprises, Inc.3/31/2017 53776 00136757 409924 4/24/2017 4/24/2017 43,768.41 Dooley Enterprises, Inc.3/31/2017 53789 00136757 417277 8/21/2017 8/21/2017 446.6 Dooley Enterprises, Inc.8/8/2017 54277 00139877 419366 9/25/2017 9/25/2017 29,465.94 Dooley Enterprises, Inc.9/11/2017 54374 00139877 422566 11/15/2017 11/15/2017 19,956.46 Dooley Enterprises, Inc.10/11/2017 54470 00142088 425645 1/3/2018 12/30/2017 1,884.85 Dooley Enterprises, Inc.12/11/2017 54698 00144291 432172 4/17/2018 4/17/2018 51,667.00 Dooley Enterprises, Inc.4/3/2018 55121 00147776 444548 10/23/2018 10/23/2018 14,518.91 Dooley Enterprises, Inc.10/9/2018 55801 00147776 444550 10/23/2018 10/23/2018 8,780.19 Dooley Enterprises, Inc.10/4/2018 55785 00150082 451105 2/12/2019 2/12/2019 58,914.90 Dooley Enterprises, Inc.1/18/2019 56098 00150893 452792 3/13/2019 3/13/2019 767.98 Dooley Enterprises, Inc.2/26/2019 56215 00153293 462148 8/7/2019 8/7/2019 54,223.32 Dooley Enterprises, Inc.7/18/2019 56757 00153293 463352 8/28/2019 8/28/2019 8,140.00 Dooley Enterprises, Inc.8/8/2019 56828 00156934 472345 1/29/2020 1/29/2020 10,687.09 Dooley Enterprises, Inc.1/17/2020 57469 00156934 473817 2/24/2020 2/24/2020 8,959.72 Dooley Enterprises, Inc.2/4/2020 57535 00157279 475400 3/18/2020 3/18/2020 59,630.56 Dooley Enterprises, Inc.3/4/2020 57706 00159745 484448 9/21/2020 9/21/2020 58,874.23 Dooley Enterprises, Inc.9/3/2020 58547 00162473 495005 4/21/2021 4/21/2021 39,310.54 Dooley Enterprises, Inc.3/4/2021 59742 00163121 495312 4/27/2021 4/27/2021 2,380.14 Dooley Enterprises, Inc.4/9/2021 60122 00162473 499670 7/23/2021 7/23/2021 9,192.14 Dooley Enterprises, Inc.7/9/2021 60858 00164622 501290 8/30/2021 8/30/2021 61,146.20 Dooley Enterprises, Inc.8/11/2021 61078 00167910 511843 3/18/2022 3/18/2022 73,921.54 Dooley Enterprises, Inc.3/11/2022 62524 00167910 515934 6/7/2022 6/7/2022 9,954.80 Dooley Enterprises, Inc.5/24/2022 63040 648,950.30 4.E.a Packet Pg. 184 Attachment: Dooley Ledger Report (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.b Packet Pg. 185 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - ') #- )$ )- , ) - C &Ƌ (-ƋB r-t-Ƌ T( Ƌ* #EVƋ oƋ KƋ Ƌ .ŖƋ ıƋ%Ƌ Ƌ %-)Ƌ Ƌ$.#Ƌ Ƌ 8 Ƌ Ƌ Ƌ Ƌ Ƌ ĜƋ Ü ĝ Ƌ Ƌ à~ Ƌ $yR =Ƌ Ƌ 8Ĭ Ƌ $ Ƌ Ű:Ƌ Ƌ á IJ Ƌ ă; ij Ƌ Ƌ Ý ĿƋ âuœM ŪƋ d¬Ƌ Ƌ *ŀĴ Ƌ × ĵ Ƌ U* v ŗƋ ƋJƋ#Ƌ ƋƋöƋ?WƋ'>^ÆƋ Юý űƋ Ƌø ƄƋ Ƌ Ƌ Ƌ āB8Ƌ 3 ŘƋaÉYÂÅƋ ã ƋĄŨ4 Ƌ Ē kƋ Ƌ Ƌ$# Ƌ ĢƋ2 ĶƋ Ƌ ř0Ƌ. 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ƋFL)6ƋƋƋ Ġź!Q"/ Ƌ Ƌ Ƌ+ƋƋeŻ7Ƌ*iėƋh iHġƋbHMƋ), Ƌì š w, ƋĈx ,/ ÎƋ Āņ0!Ƌ " " "Ƌ U¸īZ§Ƌ Ęƃ,/ ¨Ƌ !ľ/ů©Ƌ j Ƌ }Ţq}ªƋ %!Ƌ !!ż & ţ <Ï 4.E.b Packet Pg. 186 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 187 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 188 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 189 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 190 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 191 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 192 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 193 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 194 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 195 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 196 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 197 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 198 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Melanie Williams 4.E.b Packet Pg. 199 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 200 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 201 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 202 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 203 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 204 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 205 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 206 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.b Packet Pg. 207 Attachment: Master Contract (Ammunition) - Dooley Enterprises (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - 4.E.c Packet Pg. 208 Attachment: 02616 Amendment 1 - July 2017 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.c Packet Pg. 209 Attachment: 02616 Amendment 1 - July 2017 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.c Packet Pg. 210 Attachment: 02616 Amendment 1 - July 2017 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.c Packet Pg. 211 Attachment: 02616 Amendment 1 - July 2017 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 212 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) Melanie Williams 1/25/19 4.E.d Packet Pg. 213 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 214 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 215 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 216 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 217 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.d Packet Pg. 218 Attachment: 02616 Amendment 2 - February 2019 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.e Packet Pg. 219 Attachment: 02616 Amendment 3 - February 2021 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.e Packet Pg. 220 Attachment: 02616 Amendment 3 - February 2021 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.e Packet Pg. 221 Attachment: 02616 Amendment 3 - February 2021 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.e Packet Pg. 222 Attachment: 02616 Amendment 3 - February 2021 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) 4.E.e Packet Pg. 223 Attachment: 02616 Amendment 3 - February 2021 (3199 : Cooperative Purchasing Agreement with Dooley Enterprises, Inc - Authorize) POLICE DEPARTMENT Rafael Padilla, Police Chief 220 Fourth Avenue South Kent, WA 98032 253-852-2121 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: INFO ONLY: Flock Safety Systems Pilot Project SUMMARY: Chief Padilla will be presenting information on the Flock Safety Systems Pilot project. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. 4.F Packet Pg. 224 POLICE DEPARTMENT Rafael Padilla, Police Chief 220 Fourth Avenue South Kent, WA 98032 253-852-2121 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: INFO ONLY: Safe Places SUMMARY: Officer Eric Doherty will present Council with information on Safe Places. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Thriving City - Creating safe neighborhoods, healthy people, vibrant commerci al districts, and inviting parks and recreation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. 4.G Packet Pg. 225 FINANCE DEPARTMENT Paula Painter, CPA 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 21, 2022 TO: Operations and Public Safety Committee SUBJECT: INFO ONLY: First Quarter 2022 Investment Report SUMMARY: Cash and Investment Officer, Joe Bartlemay will present the Council with the First Quarter 2022 Investment Report. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. Q1 2022 Investment Report_ (PDF) 4.H Packet Pg. 226 City of Kent Investment Portfolio Q1-2022 4.H.a Packet Pg. 227 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 228 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 229 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 *In June 2021, the City received one-time funds of $14.1M of ARPA grant funding. In addition, the City received $3.6M of SST Mitigation for the period of July 1, 2020 –June 30,2021. 4.H.a Packet Pg. 230 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 231 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 232 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 233 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 234 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022 4.H.a Packet Pg. 235 Attachment: Q1 2022 Investment Report_ (3190 : INFO ONLY: First Quarter 2022