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Item 24 - Wireless Communications Technology Upgrade
Information Technology Department www.santa-ana.org/information-technology Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report November 21, 2023 TOPIC: Wireless Communications Technology Upgrade AGENDA TITLE Award a Purchase Order to Vector Resources, Inc. and approve an agreement with Hewlett Packard Enterprise Company for Aruba wireless communication technology hardware and services in a total not to exceed amount of $555,407 (Specification No. 23-145) (Non -General Fund) (Revive Santa Ana Program) RECOMMENDED ACTION 1. Authorize a one-time purchase and payment of Purchase Order to Vector Resources, Inc. for Aruba wireless communication technology hardware and services in an amount not to exceed $482,962, plus a 15% contingency of $72,445, for a total not to exceed amount of $555,407, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an agreement with Hewlett Packard Enterprise Company for HPE's Aruba High Touch Services. Vector Resources, Inc. is an authorized indirect reseller of Hewlett Packard Enterprise Company. Funding for HPE's Aruba High Touch Services will be issued to Vector Resources, Inc. There is no fiscal impact directly associated with Hewlett Packard Enterprise Company (Agreement No. 2023-XXX). GOVERNMENT CODE §84308 APPLIES: No DISCUSSION On January 21, 2014, the City of Santa Ana's Information Technology Department implemented a wireless communications initiative to provide free public Wi-Fi and wireless internet services to 23 City facilities including Santa Ana City Hall, Santa Ana Public Libraries, parks, and various City facilities throughout Santa Ana. City employees utilize the wireless infrastructure to connect from within any City facility to perform their job duties and communicate with staff and citizens. After nearly 10 years of useful life, and significant technological improvements since that time, staff is recommending that the network equipment be upgraded. Wireless Communications Technology Upgrade November 21, 2023 Page 2 On November 11, 2022, the City entered into an agreement with Vector Resources, Inc. to perform a comprehensive passive wireless site survey, with signal analysis to achieve a detailed evaluation of the City's existing wireless network. The City's primary goal was to conduct a passive wireless site survey to gain an in-depth understanding of the City's current wireless signal coverage and discover signal interference sources due to the increase in network -attached devices across the City over the past few years. The wireless communications technology upgrade will give the City the ability to increase both the number of devices that can connect to the wireless network concurrently and the range for these devices to establish a connection. It will also help to decrease the "dead zones" or areas of poor signal strength. Since the wireless network equipment also provides guest access to citizens, businesses, contractors, and others at City facilities, this network upgrade will benefit those individuals as well. One of the projects in the American Rescue Plan Act (ARPA) spending plan included funding for Information Technology & Process improvements. Approximately 40% of the scope of this project qualifies as part of this project. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The NASPO ValuePoint contract with Hewlett Packard Enterprise Company for HPE's Aruba High Touch Services (Contract No. AR3228) was awarded as a result of open, competitive bidding (#SK18001), and is in accordance with the City's Purchasing Guidelines. The wireless communications initiative directly supports the City's goal of digital equality, economic development and will improve City processes, making it easier for citizens to navigate the labyrinth of official forms used to conduct City business. FISCAL IMPACT Funding is available in the Information Technology Projects accounting unit 10920149 and 181200013 for FY 2023-24. The following table is an estimate of the account distribution by fiscal year. However, the actual distribution amounts and fiscal year may vary based on the timing of the implementation. Any remaining balances not expended at the end of the fiscal year will be carried forward to the following fiscal year. Fiscal Accounting Fund Accounting Unit, Amount Year Unit — Description Account Description Account FY 23-24 10920149-66400 Information IT Projects, Machinery $376,492.70 Technology & Equipment FY 23-24 18120013-66400-- American ARPA — IT, Machinery $178,914.30 22138501300 Rescue Pan & Equipment Act ARPA Wireless Communications Technology Upgrade November 21, 2023 Page 3 EXHIBIT(S) 1. NASPO ValuePoint Agreement #AR3228 2. HPE Agreement Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Steven A. Mendoza, Acting City Manager rr �, Contract #: AR3228 L yl i STATE OF UTAH COOPERATIVE CONTRACT 1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor: Hewlett Packard Enterprise Company Name 14231 Tandem Blvd. Street Address Austin TX 78728 City State Zip Vendor # VC195597 Commodity Code #: 920-05 Legal Status of Contractor: Corporation Contact Name: Nancy Schwarz Phone Number: 480-636-0267 Email: nancy.schwarz@hpe.com 2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services. 3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in Attachment B — Scope of Work.. 4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018, Solicitation# SKI 8001 5. CONTRACT PERIOD: Effective Date: Tuesday, October 01, 2019. Termination Date: Monday, September 30, 2024 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options. 6. Administrative Fee (if any): Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or 0.0025) of contract sales no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services 7. Prompt Payment Discount Details (if any): N/A. 8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions ATTACHMENT B: Scope Awarded to Contractor ATTACHMENT C: Pricing Discounts and Value Added Services ATTACHMENT D: State and Local Government and Education Customer Return Policy; EULA Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A. 9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED: a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. b. Utah Procurement Code, Procurement Rules, and Contractor's response to solicitation # SKI8001. 10. Each signatory below represents that he or she has the requisite authority to enter into this contract. IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract shall be the date provided within Section 5 above. CONTRACTOR DIVISION OF PURCHASING A-e�ll Jul 31, 2019 Jul 31, 2019 Chris Backs (Jul 31, 2019) Contractor's signature Date Director, Division of Purchasing Date Chris Backs Contract Negotiator Type or Print Name and Title Internal Contract Tracking #: Solicitation #: SKI 8001 Vendor #: VC195597 Note: sections negotiated 2, 8, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25, 28, 29, 30, 32, 34, 35, 36, 39, 42, 45, 46, 47, 48, 49, 50, and 51. NASPO Valuepoint Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating Entity's Participating Addendum ("PA"); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement, including a Service Level Agreement; (4) The Solicitation; and (5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this Section. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the Services provided under this Agreement. Data Breach means any actual non -authorized access to or acquisition of computerized Non -Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non -Public Data or Personal Data, or the ability of Purchasing Entity to Attachment A: Page 1 of 31 access the Non -Public Data or Personal Data. Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self -replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity's' software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating. Embedded Software means one or more software applications which permanently reside on a computing device. Fulfillment Partner means a third -party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Customers directly for such Services. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State means the State centrally administering any resulting Master Agreement(s). Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and Attachment A: Page 2 of 31 receiving reports as well as other contract administration functions as assigned by the Lead State. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. The accepted order may include any supporting materials which the parties identify as incorporated either by attachment or reference ("Supporting Materials"). Supporting Materials may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, supplementary terms, policies, and statements of work (SOWs), published warranties and service level agreements, and may be available to Participating Entity in hard copy or by accessing a designated Contractor website. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions. Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum. Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government -issued identification numbers (e.g., Social Security, driver's license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. Attachment A: Page 3 of 31 Services mean any of the specifications described in the Scope of Services that are supplied or created by the Contractor pursuant to this Master Agreement. Security Incident means the possible or actual unauthorized access to a Purchasing Entity's Non -Public Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity's Non -Public Data within the possession or control of the Contractor. A Security Incident also includes a major security breach to the Contractor's system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity's Non -Public Data. A Security Incident may or may not turn into a Data Breach. Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued. Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor's Proposal. Statement of Work means a written statement in a solicitation document or contract that describes the Purchasing Entity's service needs and expectations. NASPO ValuePoint Program Provisions 3. Term of the Master Agreement a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. Attachment A: Page 4 of 31 5. Participants and Scope a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Attachment A: Page 5 of 31 Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 6. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. Attachment A: Page 6 of 31 7. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media Attachment A: Page 7 of 31 containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating state. Plans will include time frames to launch the agreement and confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the participating state. c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option. d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse or under -utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30. Attachment A: Page 8 of 31 9. NASPO ValuePoint eMarket Center a. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint's customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions. c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply. 10. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 11. Price and Rate Guarantee Period All pricing must be guaranteed for the first year of the Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the Attachment A: Page 9 of 31 request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published commercial price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM's published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State. 12. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. Administration of Orders 13. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define entity or project -specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Attachment A: Page 10 of 31 Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliant with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The service description or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; (6) A ceiling amount of the order for services being ordered; (7) The Master Agreement identifier; and (8) Statement of Work, when applicable. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then -current termination date of this Master Agreement. Maintenance agreements may have terms as prescribed in section 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 14. Shipping and Delivery a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling charges paid by Attachment A: Page 11 of 31 the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. b. All deliveries will be delivery to Order "ship to location" which may be a loading dock, front lobby, or reception area, unless otherwise agreed specific delivery instructions are noted on the order form or Purchase Order. In the event insider delivery is agreed upon in the Order, any damage to the building interior, scratched walls, damage to the freight elevator, etc., directly cause by Contractor will be the responsibility of the Contractor. If such damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. c. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity's Purchase Order number. 15. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. Participating Entity is responsible for complying with applicable laws and regulations, including but not limited to, obtaining any required export or import authorizations if Purchasing Entity exports, imports or otherwise transfers products or deliverables provided under this Master Agreement. 16. Inspection and Acceptance a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. Acceptance of Products occurs upon delivery, and applies to all Product(s) (hardware and software) purchased under this Master Agreement, including any additional, replacement or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Participating Entity. c. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other Attachment A: Page 12 of 31 authorized agent or official of the Lead State or other Participating or Purchasing Entity at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use, with repair or replacement subject to manufacturer's warranty. Return of Product is subject to the HPE State and Local Government and Education Customer Return Policy. d. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re -performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. e. The warranty period shall begin upon Acceptance. 17. Payment Payment after Acceptance is normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. 18. Warranty Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of significant defects in material and workmanship. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential Attachment A: Page 13 of 31 purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. Product performance. All HPE-branded hardware products are covered by HPE's limited warranty statements that are provided with the Products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of HPE installation, or (where Customer delays HPE installation) at the latest 30 days from the date of delivery. Non-HPE branded products receive warranty coverage as provided by the relevant third party supplier. Software performance. HPE warrants that its branded software products will conform materially to their specifications and be free of malware at the time of delivery. HPE warranties for software product will begin on the date of delivery and unless otherwise specified in Supporting Material, will last for ninety (90) days. HPE does not warrant that the operation of software products will be uninterrupted or error free or that software products will operate in hardware and software combinations other than as authorized by HPE in Supporting Material. Services performance. Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and HPE will re -perform any service that fails to meet this standard. Services with Deliverables. If Supporting Material for services define specific deliverables, HPE warrants those deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies HPE of such a non- conformity during the 30 day period, HPE will promptly remedy the impacted deliverables or refund to Customer the fees paid for those deliverables and Customer will return those deliverables to HPE. Product Warranty Claims. When Contractor receives a valid warranty claim for an HPE hardware or software product, HPE will either repair the relevant defect or replace the product. If HPE is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to HPE (if hardware) or upon written confirmation by Customer that the relevant software product has been destroyed or permanently disabled. HPE will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to HPE. Eligibility. HPE's service, support and warranty commitments do not cover claims resulting from: 1. improper use, site preparation, or site or environmental conditions or other non- compliance with applicable Supporting Material; Attachment A: Page 14 of 31 2. Modifications or improper system maintenance or calibration not performed by HPE or authorized by HPE; 3. failure or functional limitations of any non-HPE software or product impacting systems receiving HPE support or service; 4. malware (e.g. virus, worm, etc.) not introduced by HPE; or 5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HPE's control. Remedies. This Agreement states all remedies for warranty claims. To the extent permitted by law, HPE disclaims all other warranties. 19. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, subject to Contractor's approval, the Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee, unless otherwise specified by Contractor. 20. License of Pre -Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate, reproduce for Purchasing Entity's own use, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to owner and 3rd party rights in the Pre-existing Intellectual Property. 21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters. 22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data provided by it and any Data derived therefrom, including metadata. Contractor shall not collect, access, or use user -specific Purchasing Entity Data except Attachment A: Page 15 of 31 as strictly necessary to provide Service to the Purchasing Entity. No information regarding Purchasing Entity's use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity. Contractor shall not use any information collected in connection with this Master Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its obligations under this Master Agreement. 23. System Failure or Damage: In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 24. Title to Product: If access to the Product requires an application program interface (API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API, unless otherwise subject to license restrictions and fees. No transfer of ownership of any intellectual property will occur under this Master Agreement. Purchasing Entity grants Contractor a non-exclusive, worldwide, royalty -free right and license to any intellectual property that is necessary for Contractor and its designees to perform the ordered Services. If deliverables are created by Contractor specifically for Purchasing Entity and identified as such in Supporting Material, Contractor hereby grants Purchasing Entity a worldwide, non-exclusive, fully paid, royalty -free license to reproduce and use copies of the deliverables internally. 25. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075, as identified in the Order. Prior to entering into a SLA with a Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine what data the Contractor will hold, store, or process and determine whether the security provided meets the Purchasing Entity's legal obligations. The Contractor must document the Data Categorization in the SLA or Statement of Work or Order. Contractor is not responsible for viruses or malware introduced by Purchasing Entity or an end user. Purchasing Entity may not use the Services in ways that would impose additional regulatory or other legal obligations on Contractor unless the parties have expressly agreed to do so in writing. 26. Transition Assistance: a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity's Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity's Data, in a format usable without the use of the Services and as agreed by a Purchasing Entity, at no additional cost to the Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be Attachment A: Page 16 of 31 subject to a separate transition Statement of Work. b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable. c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's Data during the transition services and thereafter as required by the Purchasing Entity. 27. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, and other service agreements, shall not be considered as "new." General Provisions 28. Insurance a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below: (1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of $1 million per occurrence/$3 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. c. Contractor shall pay premiums and any deductibles on all insurance policies. d. Prior to commencement of performance, Contractor shall provide to the Lead State a Attachment A: Page 17 of 31 written endorsement to the Contractor's general liability insurance policy documentary evidence that (1) includes the Participating States identified in the Request for Proposal as additional insureds, which may be met through the use of a "blanket" insured endorsement (, and (2) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 29. Records Administration and Audit a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative Fees found as a result of the examination of the Contractor's records. c. The rights and obligations herein exist in addition to any quality assurance obligation Attachment A: Page 18 of 31 in the Master Agreement requiring the Contractor to self -audit contract obligations and that permits the Lead State to review compliance with those obligations. d. The Contractor will be advised thirty (30) days prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor's ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to effect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor. In no event will Contractor be required to provide Participating Entity or its auditor with access to Contractor's internal costs and resource utilization data, or data related to employees or other customers of Contractor. 30. Confidentiality, Non -Disclosure, and Injunctive Relief a. Confidentiality. Each party acknowledges that it and its employees or agents may, in the course of this Master Agreement, be exposed to or acquire information that is confidential to the other party, including Purchasing Entity or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential that is disclosed or otherwise made available in the performance of this Master Agreement by either party to the other party, including by a Participating Entity or Purchasing Entity, but not limited to (1) any Purchasing Entity's records, (2) personnel records, (3) information concerning individuals(4) technology, research and development information, Products and Software, and (5) trade secrets and other information which are competitive in nature is confidential information ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the disclosing party without the obligation of confidentiality, (5) is disclosed with the written consent of the disclosing party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information. b. Non -Disclosure. Each party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, but no less than the standard of care such party uses for its own similar confidential information, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed Attachment A: Page 19 of 31 under this Master Agreement. Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Each party shall use commercially reasonable efforts to assist the disclosing party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, receiving party shall advise the disclosing party, including, as applicable the Purchasing Entity, applicable Participating Entity, and the Lead State immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with the disclosing party in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by the disclosing party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the disclosing party's request, the receiving party shall turn over to the disclosing party or destroy all documents, papers, and other matter in the receiving party's possession that embody Confidential Information. If applicable law, regulation or document retention policy prevents the receiving party from destroying or returning all or part to the Confidential Information the receiving party will maintain the security and confidentiality of all such retained Confidential Information. Notwithstanding the foregoing, the receiving party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, may cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 29. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. Attachment A: Page 20 of 31 31. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 32. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. Notwithstanding, Contractor's use of its authorized service provider(s) to facilitate on -site support is permitted under this Agreement. b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties. 32. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 33. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 34. Termination Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Termination may be in whole or in part. Any termination of the Master Agreement or a Participating Addendum under this provision shall not affect the rights and obligations attending Orders outstanding at the time of termination, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in Attachment A: Page 21 of 31 association with any Order, and requirements for records administration and audit. Termination of the Master Agreement due to Contractor default may be immediate pursuant to Section 36, Defaults and Remedies. 35. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, war, or occurrences which are beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 36. Defaults and Remedies a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: (1) Exercise any remedy provided by law; and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and Attachment A: Page 22 of 31 (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance; and (6) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. e. Contractor may discontinue performance if Purchasing Entity fails to pay any sum due, or if after sixty (60) days written notice Participating Entity has not cured any other failure to perform under this Master Agreement. 37. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 38. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 39. Indemnification a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Attachment A: Page 23 of 31 Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third -party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible personal property arising from negligent or willful act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against third -party claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor's obligations under this section shall not extend to any claims arising from the Product itself or the combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this Attachment A: Page 24 of 31 section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. If such a claim has occurred, or in the Contractor's opinion is likely to occur, the Contractor shall either procure for the Participating Entity the right to continue using the materials or products or services or replace or modify materials or products or services to make them non -infringing. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contractor and stop using the infringing services, upon written request of the Contractor and at the Contractor's expense. 40. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 41. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or Attachment A: Page 25 of 31 contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party. 42. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1- 15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action to the extent the assignment is necessary for the Participating Entity to overcome Federal or State's bar on indirect purchases. 43. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. 44. Leasing or Alternative Financing Methods The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity. Attachment A: Page 26 of 31 45. Limitation of Liability a) Except with respect to claims pursuant to Section 39.b. below, Contractor's total liability under this Agreement and Lead State, Participating Entity or Purchasing Entity's sole and exclusive remedy for any claim of any type whatsoever, arising out of Product or Service provided hereunder, shall be limited to proven direct damages caused by Contractor's sole negligence in an amount not to exceed the greater of (i) $3,000,000,; or (ii) the price paid to Contractor for the specific Service (calculated on an annual basis, when applicable) or Product from which such claim arises, for damage of any type not identified in (i) above or otherwise excluded hereunder. The limitation of liability does not apply to Contractor's obligation to indemnify for death or injury to Person(s) as identified in Section 39.a. b) Except with respect to claims regarding violation of Contractor's intellectual property rights, neither lead State, Participating Entity, Purchasing Entity nor Contractor shall have liability for any special, consequential, exemplary, incidental, or indirect damages (including, but not limited to, loss of profits, revenues, data and/or use), even if advised of the possibility thereof. 46. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click -through, or other end user terms and conditions or agreements required by the Contractor ("Additional Terms") provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative "acceptance" of those Additional Terms before access is permitted, except for those EULA terms which are attached to and incorporated and made part of this Agreement, and/or which are later agreed by the parties in a mutually executed amendment to this Agreement. Contractor may make changes in its operations and Policies and will provide notification of such changes. 47. Adding Products: During the term of the Master Agreement, changes to the products and services offered may occur, subject to Lead State approval. The Contractor shall evaluate and recommend products and services consistent with its awarded Master Agreement to be added to the product and services offerings available through the Master Agreement. The ability to add new equipment and services is for the convenience and benefit of NASPO, the Participating States, and all Purchasing Entities. The intent of this process is to promote "one -stop shopping" and convenience for the customers and equally important, to make the contract flexible in keeping up with rapid technological advances. The option to add new product or service categories and items will expedite the delivery and implementation of new technology solutions for the benefit of the Purchasing Entities. After the contracts are awarded, additional IT product categories and/or items may be added per the request of the Contractor, a Participating State, a Purchasing Entity or NASPO. Additions may be ad hoc and temporary in nature or permanent. All additions to an awarded Contractor or Manufacturer's offerings must be products, services, Attachment A: Page 27 of 31 software, or solutions that are commercially available at the time they are added to the contract award and fall within the original scope and intent of the awarded categories of the RFP. As part of each Contractor's ongoing updates to its pricelists throughout the contract term, Contractor can add new SKUs to its awarded product categories that may have been developed in-house or obtained through mergers, acquisitions or joint ventures; provided, however, that such new SKUs fall within the Contractor's awarded services categories. 48. Suspension of Services: Contractor may suspend provision of Services to Purchasing Entity in the following limited circumstances: (i) HPE reasonably believes the Services are, have been, or will be used in violation of the Master Agreement; (ii) HPE reasonably believes suspension is necessary to protect HPE's network, systems, operations or other users; or (iii) suspension is required by law. If Contractor suspends the Services, the parties will cooperate to identify and rectify any issues so that Services may be restored as soon as reasonably possible. 49. Change Orders. Purchasing Entity requests to change the scope of services or products, on a per -Order basis, will require a change order signed by the Purchasing Entity and the Contractor. 50. European Personal Data. If Purchasing Entity reasonably anticipates or discovers that its use of the Services will involve storage or processing of PH from the European Economic Area ("EEA") or Switzerland, Purchasing Entity will so inform Contractor, and provide whatever information Contractor reasonably requests related to that storage or processing. Upon Purchasing Entity's request, Contractor will enter into (or cause its Affiliates to enter into) EU Model Contract(s) with appendices (including technical and organizational security measures) in the form from time to time used by Contractor and its Affiliates (and available to Purchasing Entity upon request). Purchasing Entity appoints Contractor as its agent to execute EU Model Contracts on Purchasing Entity's behalf. 51. Global Trade Compliance. Imports, exports and other transfers of data or software stored, used or processed using the Services or related infrastructure are Purchasing Entity's sole responsibility, and Purchasing Entity will obtain any authorizations that may be required. Purchasing Entity will not use, distribute, transfer, or transmit any products, software or technical information (even if incorporated into other products) in violation of applicable export laws and regulations. In particular, Purchasing Entity, and any third party authorized by Purchasing Entity, may not, in violation of applicable laws and regulations, transfer, or authorize the transfer, of any Services into U.S. embargoed countries or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or Entity List of proliferation concern, or the U.S. State Department's Debarred Parties List. Attachment A: Page 28 of 31 eMarket Center Appendix a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State. b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following: (1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time JAGGAER's technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch -out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch -out as further described below) shall be provided by the Contractor. Whether hosted or punch -out, the catalog must be strictly limited to the Contractor's awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State's approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center. (b) Punch -Out Catalog. By providing a punch -out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch -in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre -approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or Attachment A: Page 29 of 31 amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs: (1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State contract administrator. (2) Lead State -approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor's submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER's Supplier Portal to import the Contractor's catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low -tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121. f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch -out catalog, the Contractor agrees to meet the following requirements: (1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and (3) The Catalog must include a Lead State contract identification number; and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. Attachment A: Page 30 of 31 g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day. h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier's offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog. NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. (December 2017) Attachment A: Page 31 of 31 Attachment B — Scope Awarded to Contractor I. Data Communications Award Categories The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.) and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, upon, or integrated into a government agency's physical asset to address government line of business needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category. Cateeory 1.2: NETWORKING 1.2.1 Network Application Services. Application networking solutions and technologies that enable the successful and secure delivery of applications to local, remote, and branch -office users using technology to accelerate, secure, and increase availability of both application traffic and computing resources. 1.2.1.1 Virtualized Load Balancers — Virtual devices that act like a reverse proxy to distribute network and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include: • SSL (Secure Sockets Layer) Off-loading • Caching capabilities • Layer 4 Load Balancing • Layer 7 Load Balancing • Detailed Reporting • Supports multiple load balancers in the same system for multiple groups • Supports TLS1.2 1.2.1.2 WAN Optimization — An appliance utilizing a collection of techniques for increasing data -transfer efficiencies across wide -area networks (WAN). Capabilities should include: • CIFS (Common Internet File System) acceleration • Data Compression • SSL encryption/decryption for acceleration (Optional) • Layer 4-7 visibility • Application Specific optimization • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages). 1.2.2 Networking Software. Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups, security, applications, and other networking functions. The network operating system is designed to allow Page 1 of 11 Attachment B transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include: • Restartable Process • High availability options • Targeted operating systems, i.e. DC, campus, core, wan, etc. • Operating System Efficiencies • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages). 1.2.2.1 Network Management and Automation — Software products and solutions for network automation, cloud computing, and IT systems management. 1.2.2.2 Data Center Management and Automation — Software products and solutions that capture and automate manual tasks across servers, network, applications, and virtualized infrastructure. 1.2.2.3 Cloud Portal and Automation — Software products and solutions for cloud management with policy -based controls for provisioning virtual and physical resources. 1.2.2.4 Branch Office Management and Automation — Software products and solutions for management of branch offices. Capabilities include remote troubleshooting, device management, and WAN performance monitoring. 1.2.3 Network Optimization and Acceleration. Devices and tools for increasing data -transfer efficiencies across wide -area networks. 1.2.3.1 Data Analytics — Appliance for improving network management by more effectively factoring in issues related to congestion, such as utilization, service consumption and routing. Provides real-time insights into network traffic to determine the value of different portions of that traffic. 1.2.3.2 Dynamic Load Balancing (Network Traffic Management) — An appliance that performs a series of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole. 1.2.3.3 WAN Acceleration — Appliance that optimizes bandwidth to improve the end user's experience on a wide area network (WAN). Capabilities should include: • CIFS acceleration • Data Compression • SSL encryption/decryption for acceleration (Optional) • Layer 4-7 visibility • Application Specific optimization 1.2.3.4 High Availability and Redundancy — Limits any disruption to network uptime should an appliance face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances without impacting communication throughout the cluster. 1.2.4 Optical Networking. Page 2 of 11 Attachment B High capacity networks based on optical technology and components that provide routing, grooming, and restoration at the wavelength level as well as wavelength based services. 1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches — Switches used in systems designed for long haul and ultra long -haul optical networking applications. 1.2.4.2 Edge Optical Switches — Provide entry points into the enterprise or service provider core networks. 1.2.4.3 Optical Network Management — Provides capabilities to manage the optical network and allows operators to execute end -to -end circuit creation. 1.2.4.4 IP over DWDM (IPoDWDM) — A device utilized to integrate IP Routers and Switches in the OTN (Optical Transport Network). Cateeory 1.3: ROUTERS. SWITCHES. SECURITY. AND NETWORKING STORAGE 1.3.1 Routers. A device that forwards data packets along networks. A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet. 1.3.1.1 Branch Routers — A multiservice router typically used in branch offices or locations with limited numbers of users and supports flexible configurations/feature. For example: security, VolP, wan acceleration, etc. 1.3.1.2 Network Edge Routers — A specialized router residing at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks. 1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next -generation applications such as IPTV and Video on Demand (VoD), and Software as a Service (SaaS). 1.3.1.4 Service Aggregation Routers — Provides multiservice adaptation, aggregation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource -intensive integrated data, voice and video business and consumer services. 1.3.1.5 Carrier Ethernet Routers — High performance routers that enable service providers to deliver a suite of data, voice, and video services to enable next -generation applications such as IPTV, Video on Demand (VoD), and Software as a Service (SaaS). 1.3.2 Security. 1.3.2.1 Data Center and Virtualization Security Products and Appliances — Products designed to protect high -value data and data center resources with threat defense and policy control. Page 3 of 11 Attachment B 1.3.2.2 Intrusion Detection/Protection and Firewall Appliances — Provide comprehensive inline network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next -Generation Firewalls (NGFW), which offer a wire -speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide: • Non -disruptive in -line bump -in -the -wire configuration • Standard first -generation firewall capabilities, e.g., network -address translation (NAT), stateful protocol inspection (SPI) and virtual private networking (VPN), etc. • Application awareness, full stack visibility and granular control • Capability to incorporate information from outside the firewall, e.g., directory -based policy, blacklists, white lists, etc. • Upgrade path to include future information feeds and security threats • SSL decryption to enable identifying undesirable encrypted applications (Optional) 1.3.2.3 Logging Appliances and Analysis Tools — Solutions utilized to collect, classify, analyze, and securely store log messages. 1.3.2.4 Secure Edge and Branch Integrated Security Products — Network security, VPN, and intrusion prevention for branches and the network edge. Products typically consist of appliances or routers. 1.3.2.5 Secure Mobility Products — Delivers secure, scalable access to corporate applications across multiple mobile devices. 1.3.2.6 Encryption Appliances — A network security device that applies crypto services at the network transfer layer - above the data link level, but below the application level. 1.3.2.7 On -premise and Cloud -based services for Network Communications Integrity — Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security. 1.3.2.8 Secure Access — Products that provide secure access to the network for any device, including personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include: • Management visibility for device access • Self-service on -boarding • Centralized policy enforcement • Differentiated access and services • Device Management 1.3.3 Storage Networking. High-speed network of shared storage devices connecting different types of storage devices with data servers. 1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules — A scalable, high- performance, and protocol -independent designed primarily to fulfill the role of core switch in a core -edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a Page 4 of 11 Attachment B switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud storage and highly virtualized environments. 1.3.3.2 Fabric and Blade Server Switches — A Fibre Channel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANS. The fabric is a network of Fibre Channel devices, which allows many -to -many communication, device name lookup, security, and redundancy. FC switches implement zoning; a mechanism that disables unwanted traffic between certain fabric nodes. 1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management — Management tools to provisions, monitors, troubleshoot, and administers SANS and VSANs. 1.3.3.4 SAN Optimization — Tools to help optimize and secure SAN performance (ie. Encryption of data - at -rest, data migration, capacity optimization, data reduction, etc. 1.3.4: Switches. Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them. 1.3.4.1 Campus LAN — Access Switches — Provides initial connectivity for devices to the network and controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support: 1. Security a. SSHv2 (Secure Shell Version 2) b. 802.1X (Port Based Network Access Control) c. Port Security d. DHCP (Dynamic Host Configuration Protocol) Snooping 2. VLANs 3. Fast Ethernet/Gigabit Ethernet 4. PoE (Power over Ethernet) S. link aggregation 6. 10 Gb support 7. Port mirroring 8. Span Taps 9. Support of IPv6 and IPv4 10. Standards -based rapid spanning tree 11. Netflow Support (Optional). 1.3.4.2 Campus LAN — Core Switches — Campus core switches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide: • High bandwidth • Low latency • Hot swappable power supplies and fans Page 5 of 11 Attachment B • Security o SSHv2 o MacSec encryption o Role -Based Access Control Lists (ACL) • Support of IPv6 and IPv4 • 1/10/40/100 Gbps support • IGP (Interior Gateway Protocol) routing • EGP (Exterior Gateway Protocol) routing • VPLS (Virtual Private LAN Service) Support • VRRP (Virtual Router Redundancy Protocol) Support • Netflow Support. 1.3.4.3 Campus Distribution Switches — Collect the data from all the access layer switches and forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides the inter-VLAN routing functions so that one VLAN can communicate with another on the network. Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs). • High bandwidth • Low latency • Hot swappable power supplies and fans • Security (SSHv2 and/or 802.1X) • Support of IPv6 and IPv4 • Jumbo Frames Support • Dynamic Trunking Protocol (DTP) • Per-VLAN Rapid Spanning Tree (PVRST+) • Switch -port auto recovery • NetFlow Support or equivalent 1.3.4.4 Data Center Switches — Data center switches, or Layer 2/3 switches, switch all packets in the data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include: • High bandwidth • Low latency • Hot swappable power supplies and fans • Ultra -low latency through wire -speed ports with nanosecond port -to -port latency and hardware - based Inter -Switch Link (ISL) trunking • Load Balancing across Trunk group able to use packet based load balancing scheme • Bridging of Fibre Channel SANS and Ethernet fabrics • Jumbo Frame Support • Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member Page 6 of 11 Attachment B • Ability to remotely disable and enable individual ports • Support NetFlow or equivalent 1.3.4.5 Software Defined Networks (SDN) — An application in SDN that manages flow control to enable intelligent networking. 1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers — Technology utilized to support software manipulation of hardware for specific use cases. 1.3.4.7 Software Defined Networks (SDN) — Controllers - is an application in software -defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic. 1.3.4.8 Carrier Aggregation Switches — Carrier aggregation switches route traffic in addition to bridging (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches' major characteristics are: • Designed for Metro Ethernet networks • Designed for video and other high bandwidth applications • Supports a variety of interface types, especially those commonly used by Service Providers Capabilities should include: • Redundant Processors • Redundant Power • IPv4 and IPv6 unicast and multicast • High bandwidth • Low latency • Hot swappable power supplies and fans • MPLS (Multiprotocol Label Switching) • BGP (Border Gateway Protocol) • Software router virtualization and/or multiple routing tables • Policy based routing • Layer 2 functionality o Per VLAN Spanning Tree o Rapid Spanning Tree o VLAN IDs up to 4096 o Layer 2 Class of Service (IEEE 802.1p) o Link Aggregation Control Protocol (LACP) o QinQ (IEEE 802.1ad) 1.3.4.9 Carrier Ethernet Access Switches — A carrier Ethernet access switch can connect directly to the customer or be utilized as a network interface on the service side to provide layer 2 services. Page 7 of 11 Attachment B • Hot-swappable and field -replaceable integrated power supply and fan tray • AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC • Ethernet and console port for manageability • SD flash card slot for additional external storage • Stratum 3 network clock • Line -rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate • Support for dying gasp on loss of power • Support for a variety of small form factor pluggable transceiver (SFP and SFP+) with support for Device Object Model (DOM) • Timing services for a converged access network to support mobile solutions, including Radio Access Network (RAN) applications • Support for Synchronous Ethernet (SyncE) services • Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic -shaping policies • Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer -two convergence Category 1.4: WIRELESS. Provides connectivity to wireless devices within a limited geographic area. System capabilities should include: • Redundancy and automatic failover • IPv6 compatibility • NTP Support 1.4.1 Access Points — A wireless Access Point (AP) is a device that allows wireless devices to connect to a wired network using Wi-Fi, or related standards. Capabilities should include: • 802.11a/b/g/n • 802.11n • 802.11ac • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture) • UL2043 plenum rated for safe mounting in a variety of indoor environments • Support AES-CCMP (128-bit) • Provides real-time wireless intrusion monitoring and detection 1.4.2 Outdoor Wireless Access Points — Outdoor APs are rugged, with a metal cover and a DIN rail or other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include: • Flexible Deployment Options • Provides real-time wireless intrusion monitoring and detection • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture) Page 8 of 11 Attachment B 1.4.3 Wireless LAN Controllers — An onsite or offsite solution utilized to manage Light -weight access points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access -points. Capabilities should include: • Ability to monitor and mitigate RF interference/self-heal • Support seamless roaming from AP to AP without requiring re -authentication • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic • System encrypts all management layer traffic and passes it through a secure tunnel • Policy management of users and devices provides ability to de -authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic 1.4.4 Wireless LAN Network Services and Management — Enables network administrators to quickly plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include: • Provide for redundancy and automatic failover • Historical trend and real time performance reporting is supported • Management access to wireless network components is secured • SNMPv3 enabled • RFC 1213 compliant • Automatically discover wireless network components • Capability to alert for outages and utilization threshold exceptions • Capability to support Apple's Bonjour Protocol / mDNS • QoS / Application identification capability 1.4.5 Cloud -based services for Access Points — Cloud -based management of campus -wide WiFi deployments and distributed multi -site networks. Capabilities include: • Zero -touch access point provisioning • Network -wide visibility and control • RF optimization, • Firmware updates 1.4.6 Mobile Device Management (MDM) — MDM technology utilized to allow employees to bring personally owned mobile devices (laptops, tablets, and smart phones) to their workplace, and use those devices to access privileged government information and applications in a secure manner. Capabilities should include: • Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless • Provide user and devices authentication to the network • Provide secure remote access capability • Support 802.1x • Network optimization for performance, scalability, and user experience Page 9 of 11 Attachment B II. Value Added Services For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement 2.1 Maintenance Services — Capability to provide technical support, software maintenance, flexible hardware coverage, and smart, proactive device diagnostics for hardware. 2.2 Professional Services a. Deployment Services i. Survey/ Design Services — Includes, but not limited to, discovery, design, architecture review/validation, and readiness assessment. ii. Implementation Services — Includes, but not limited to, basic installation and configuration or end -to -end integration and deployment. iii. Optimization — Includes, but not limited to, assessing operational environment readiness, identify ways to increase efficiencies throughout the network, and optimize Customer's infrastructure, applications and service management. b. Remote Management Services — Includes, but not limited to, continuous monitoring, incident management, problem management, change management, and utilization and performance reporting that may be on a subscription basis. c. Consulting/Advisory Services — Includes, but not limited to, assessing the availability, reliability, security and performance of Customer's existing solutions. d. Data Communications Architectural Design Services — Developing architectural strategies and roadmaps for transforming Customer's existing network architecture and operations management. e. Statement of Work (SOW) Services — Customer -specific tasks to be accomplished and/or services to be delivered based on Customer's business and technical requirements. f. Testing Services — Includes, but not limited to, testing the availability, reliability, security and performance of Customer's existing solutions 2.3 Partner Services — Provided by Contractor's Authorized Partners/Resellers. a. Subject to Contractor's approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Partners/ Resellers. Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Partners/Resellers. 2.4 Training — Learning offerings for IT professionals on networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement. Page 10 of 11 Attachment B III. Product Line Additions During the contract term Contractor may submit a request to update product catalog that falls within the scope listed in herein this Attachment B as new technology is introduced, updated or removed from the market. Lead State will evaluate requests and update the contract offering as appropriate. New product additions must utilize the same pricing structure as was used for services falling into the same service category. A. Minimum Discount The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the list prices may fluctuate through the life of the contract, as provided within Attachment A. Contractor may offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed contract discounts do not preclude Contractor and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion. Purchasing entities shall benefit from any promotional pricing offered by the Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change. Page 11 of 11 Attachment B Attachment C - Pricing Discounts and Value Added Services Contractor Hewlett Packard Enterprise 1. % discounts are based on minimum discounts off Contractor's commercially published pricelists versus fixed pricing. Nonetheless, Orders will be fixed -price or fixed-rate and not cost reimbursable contracts. Contractor has the ability to update and refresh its respective price catalog, as long as the agreed -upon discounts are fixed. 2. Minimum guaranteed contract discounts do not preclude an Offeror and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion. 3. Purchasing entities shall benefit from any promotional pricing offered by Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change. 4. Contractor's price catalog shall include the price structures of all products, services and value added items (i.e., Maintenance Services, Professional Services, Etc.) that it intends to provide under its contract. Pricing shall all-inclusive of infrastructure and software costs and management of infrastructure, network, OS, and software. Discount ,Section 2: Minimum Category 1.2 Networking Hardware and Software 34.00% Service Packages (i.e., Maintenance, etc.) 16.00% Category 1.3 Routers, Switches, Secuirty, and Networking Storage Hardware and Software 34.00% Service Packages (i.e., Maintenance, etc.) 16.00% Category 1.4 Wireless Hardware and Software 34.00% Service Packages (i.e., Maintenance, etc.) 16.00% Section 3: Value Added Services Provide the title, job description for each title, and associated hourly rate. Add additional rows as necessary. Hourly Rates Weekday Weekend State Holiday Job Description Onsite Remote Onsite Remote Onsite Remote HPE offers our customers a full life cycle suite of technical support from Maintenance Services installation and startup turn -key See Note 1 services through hardware coverage options with monitoring and call home functionality. HPE Network Consulting has more than 40 years of experience with multivendor network equipment through an expansive delivery Professional Services organization of expert network See Note 2 consultants. HPE Network Consulting has assisted both enterprise and service provider customers to plan, design, integrate, and deploy highly complex network infrastructures. HPE can get customers new environments up and running quickly by engaging these services, which See Note 2 coordinate the end -to -end integration and deployment of your network Deployment Services implementation. H PE can bring your network online, add new connections to an existing network, or guide your transition to a converged network environment while scaling the solution to fit your requirements. Services Include:Assessment of your end -to -end environment readiness, Consulting Advisory Services Gap analysis and program planning, See Note 2 Security assessments and Recom men d ati ons/roa d m a p HPE Network Consulting lifecycle Architectural Design Services services consist of: Network Strategy and Planning Services and Network See Note 2 Architecture and Design Services HPE offers a broad portfolio of services that includes customer support, consulting and integration, outsourcing services, and education. Statement of Work Services HPE can enter at any point of the See Note 2 engagement lifecycle, to design, build, integrate, manage and evolve a solution tailored to address the State's specific business requirements. Attachment C Page 1 of 2 Attachment C - Pricing Discounts and Value Added Services Contractor Hewlett Packard Enterprise Access personalized dashboard to monitor device health, events, and support status anytime, anywhere. View and manage all devices in the IT Remote Management Services environment, as well as associated See Note 2 support contracts, warranties, and service credits by device. Monitor auto generated hardware events and support cases Training Deployment Services HPE has listed our training offerings as SKUs in the Solicitation SK18001 HPE - See Note 3 Detailed Product Offering Worksheet HPE will only put services SKUs, the contract that HPE or authorized resellers are able to deliver. In most See Note 4 cases, the partner / reseller will take the order and then decide to allow HPE to deliver the service or deliver Partner Services the service themselves. HPE has a process that allows our resellers to become authorized providers of HPE services. In these cases, the partner still uses the HPE services SKUs that we have listed. Note 1. HPE does not typically bill for maintenance services on a Time & Materials basis; rather our customers sign up for maintenance services. Therefore we do not publish hourly rates for maintenance. HPE has provided SKU numbers in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet. Note 2. HPE has provided two SKUs for Professional Services in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet. If our customers would like to engage HPE for customized services, we will respond with a Statement of Work specific to the request. Every Statement of Work and its required levels of service (skill set required to deliver) is unique. For this reason, we have included a blended rate for 8 hours of remotely delivered services and 40 hours of onsite service which are used quite frequently. HPE does not publish hourly rates; we provide quotes based on customer needs. Note 3. HPE has provided SKU numbers in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet. HPE does not charge for training by the hour. Note 4. Partners' rates vary by geography, and like HPE, by level of service required. Partners may sell HPE SKUs for 8 hour and 40 hours of work at the blended rate and pass this to HPE or deliver it themselves. As such, it is difficult to publish a rate card for our partners, especially since we have such an extensive network of partners around the country. Attachment C Page 2 of 2 Attachment D - State and Local Government and Education Customer Return Policy; EULA Hewlett Packard Enterprise State and Local Government and Education Customer Return Policy Coverage: These guidelines apply only to returns initiated by State and Local Government or Education customers purchasing HPE/Aruba branded product direct from Hewlett Packard Enterprise Company ("HPE") or a customer purchase under one of HPE's State and Local Government or Education direct contracts. A direct contract is defined as a contract by and between HPE and a State, Local or Education end user. This return policy does not apply to purchases by end user through HPE resellers under separate contract; loaners; early marketing units or employee purchases administered as internal HPE orders. Products Not Eligible: Customized Products: Products that are customized and not otherwise marketable by HPE (e.g., products specifically designed for a particular customer that cannot be sold to another customer). Refurbished products: HPE branded product Consumable products: Separately packaged HPE branded software cannot be returned to Hewlett Packard Enterprise. Third Party Options: Where returns are otherwise governed by the original manufacturer - Note: The original manufacturer may provide their own warranties. The return guidelines should be confirmed with the customer support representative when requesting a Return Material Authorization ("RMA"). Product not purchased direct from HPE: Which means product purchased from another source, such as a reseller, distributor, etc., under a separate contract between end user and reseller. RETURN OF PRODUCTS Defective Product: For product that is defective on arrival, it is recommended that customers call Technical Support at 1-844-806-3425 to determine if the product can be corrected. Or, the customer may utilize the 30 day goodwill return policy. Also the customer may contact the HPE North America Customer Care Team via email: VALOM-US- SLED@HPE.COM, to report product that was defective on arrival and obtain warranty service for HPE Product, or obtain contact information for warranty services provided by other manufacturers. Carrier Related Loss or Damaged Shipments: Customers should note damages or shortages on the Bill Of Lading at the time of delivery. Within a reasonable time or not later than 30 days from delivery, notify the HPE Customer Care Team and provide a copy of the Bill of Lading/Packing Slip. Concealed damage(s) or shortage(s), where the box is in good condition but product is missing or damaged, is an exception and should be reported as soon as practicable after delivery in order for HPE to establish the claim with the carrier. HPE is committed to customer satisfaction and values our relationship with State and Local Government and Education Customer. To show our commitment, HPE is providing a goodwill right to return, or exchange unused products within 30 days from receipt of the product. HPE does not charge a restocking or handling fee for product returned within 30 days. It's at HPE's sole discretion to accept return products after 30-days. If a product return is accepted after 30-days a restocking fee may apply. Procedures for Returns: The State or Local Government and Education Customer should contact the assigned Customer Service Representative (CSR) via email: VALAM-US-SLED@HPE.COM, to coordinate returns or replacements within 30 days from delivery of product. At that time a case number will be assigned to the request while HPE validates it and proceeds (24 -48 hours). Once a Return Material Authorization is approved, the Care Agent will submit an e-claim and an RMA number is assigned to it. This e-claim triggers a return label with HPE selected carrier (usually CEVA) and CEVA sends out a questionnaire to the customer that needs to be responded no later than 7 calendar days. Once the carrier receives the questionnaire, pick up should be scheduled for the returning material no later than 30 calendar days from the date of the request. The Customer Care Team Representative will assist the Customer on any other details or specifics regarding returns, credits and refunds. Returns Policy, SLED Attachmen?D2 vPager1lof4 2018 Attachment D - State and Local Government and Education Customer Return Policy; EULA Hewlett Packard Enterprise Hewlett Packard Enterprise reserves the right to refuse any return that does not meet the requirements stated below Package - Product must be returned in the original shipping packaging. In the event the packaging is not available or unusable, it must be noted when requesting an RMA. If possible, remove all mailing labels on the outside of the box that references the customer address or simply mark out the mailing labels address with a marker. The customer will either receive a mailing label via email that should be attached to the return products and/or will be provided a label by the carrier. Be sure to mark your RMA number on the box. If product for more than one RMA is being returned in the same box, make sure that all RMA numbers are listed on both the mailing label and packing list. If products are received at the Returns Center without valid RMA numbers on the mailing label, your credit may be delayed and proof of delivery or other supporting documentation may be required. The RMA number(s) must appear clearly on the box, as returns will not be accepted without an RMA number. Returns must be 100% complete, unused, in original and re -salable condition, with all original packaging, manuals, registration card(s), software, cabling and accessories. If, after the product has been returned and inspected, it is discovered that components are missing from the return, HPE reserves the right not to issue a credit for the return of the missing components. If it is determined that there are missing components when the product is returned, and the customer has received a credit, the customer may be issued an invoice for the missing component. Missing components may include but are not limited to keyboard, mouse, software, speakers, accessories, drives, memory, microprocessors, and processor boards. RMA numbers that have been open for greater than thirty (30) days may be cancelled and the customer subsequently invoiced for the unreturned product. Another RMA can be requested as long as it is within the 30 days of receipt of the product. Please note that all returned products must be credited against the account and order from which the product was originally invoiced. All products must be returned to the address provided by the HPE Customer Service Representative via email or by the carrier: Hewlett Packard Enterprise Returns C/o Alorica 423 New Sanford Road Dock door 29 LaVergne, TN 37086 RMA XXXXXXXX Returns Policy, SLED AttaEbgue2tO 2 Pagor22041. 04.2018 Attachment D - State and Local Government and Education Customer Return Policy; EULA End User License Agreement ("EULA") - HPE NASPO ValuePoint Data Communications Contract #[insert] 1. Applicability. This end user license agreement (the "Agreement") governs the use of accompanying software, unless it is subject to a separate agreement between you and Hewlett Packard Enterprise Company and its subsidiaries ("HPE"). 2. Terms. This Agreement includes supporting material accompanying the software or referenced by HPE, which may be software license information, additional license authorizations, software specifications, published warranties, supplier terms, open source software licenses and similar content ("Supporting Material"). 3. Electronic Delivery. HPE may elect to deliver software and related software product or license information by electronic transmission or download. 4. License Grant. If you abide by this Agreement, HPE grants you a non-exclusive, non -transferable license to use one copy of the version or release of the accompanying software for your internal purposes only, and is subject to any specific software licensing information that is in the software product or its Supporting Material. For non-HPE branded software, the third party's license terms will govern its use. Your use is subject to the following restrictions, unless specifically allowed in Supporting Material: — You may not use software to provide services to third parties. — You may not make copies and distribute, resell or sublicense software to third parties. — You may not download and use patches, enhancements, bug fixes, or similar updates unless you have a license to the underlying software. However, such license does not automatically give you a right to receive such updates and HPE reserves the right to make such updates only available to customers with support contracts. — You may not copy software or make it available on a public or external distributed network. — You may not allow access on an intranet unless it is restricted to authorized users. — You may make one copy of the software for archival purposes or when it is an essential step in authorized use. — You may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of software. If you have a mandatory right to do so under statute, you must inform HPE in writing about such modifications. 5. Software Usage. Some software may require keys or other technical protection measures for access and HPE may monitor your compliance with the Agreement, remotely or otherwise. 6. 90-day Limited Warranty. Subject to the Master Agreement, HPE warrants that HPE-branded software materially conforms to its specifications, if any, and is free of malware at the time of delivery; if you notify HPE within 90 days of delivery of non-conformance to this warranty, HPE will replace your copy. HPE does not warrant that the operation of software will be uninterrupted or error free, or that software will operate in hardware and software combinations other than as authorized by HPE in Supporting Material. 7. Termination. This Agreement is effective until terminated or in the case of a limited -term license, upon expiration; however, your rights under this Agreement terminate if you fail to comply with it. Immediately upon termination or expiration, you will destroy the software and documentation and any copies, or return them to HPE. You may keep one copy of software and documentation for archival purposes. We may ask you to certify in writing you have complied with this section. 8. General. Attachment D Page 3 of 4 Attachment D - State and Local Government and Education Customer Return Policy; EULA a. Transfer. You may not assign Software without prior written consent of HPE, payment of transfer fees and compliance with HPE's software license transfer policies. Authorized assignments will terminate your license to the software and you must deliver software and documentation and copies thereof to the assignee. The assignee will agree in writing to this Agreement. You may only transfer firmware if you transfer associated hardware. b. Audit. HPE may audit you for compliance with the software license terms. Upon reasonable notice, HPE may conduct an audit during normal business hours (with the auditor's costs being at HPE's expense). c. Open Source Components. To the extent the Supporting Material includes open source licenses, such licenses shall control over this Agreement with respect to the particular open source component. To the extent Supporting Material includes the GNU General Public License or the GNU Lesser General Public License: (a) the software includes a copy of the source code; or (b) if you downloaded the software from a website, a copy of the source code is available on the same website; or (c) if you send HPE written notice, HPE will send you a copy of the source code for a reasonable fee. 9. SaaS Provisions. a. HPE Software -as -a -Service (HPE SaaS) Right of Use. For the duration specified in the Order, you may access and use HPE SaaS in accordance with Supporting Material and this Agreement. HPE may suspend your access to HPE SaaS where you provide false information when ordering, breach this Agreement, or use or attempt to use HPE SaaS in violation of law. You remains responsible for applicable fees through the date of suspension or termination. As long as HPE does not materially degrade the functionality of HPE SaaS: (i) HPE may modify the systems and environment used to provide HPE SaaS; and (ii) HPE may make any changes to HPE SaaS that it deems necessary or useful to maintain or enhance the quality or delivery of HPE's services to its customers, the competitive strength of or market for HPE's services, or HPE SaaS' cost efficiency or performance. b. Usage Restrictions. You may only access HPE SaaS for its internal business purposes and not use for commercialization unless expressly permitted by Supporting Materials. You are responsible for any use of HPE SaaS through your credentials. Should you believe that there has been unauthorized use of your account, you must promptly notify HPE. You will not: (i) exceed any usage limitations identified in the Supporting Material; (ii) except to the extent expressly permitted in Supporting Material, sell, resell, license, sublicense, lease, rent, or distribute HPE SaaS or include HPE SaaS in other outsourcing offerings, or make any portion of HPE SaaS available for the benefit of any third party; (iii) copy or reproduce any portion of HPE SaaS; (iv) interfere with or disrupt the integrity or performance of HPE SaaS; (v) use HPE SaaS to send or store data that is obscene, offensive, libelous, tortuous or otherwise unlawful, violates any third party's privacy rights, or infringes upon or misappropriates intellectual property rights; (vi) use HPE SaaS to disrupt or cause harm to a third party's system or environment or evade filters; (vii) access HPE SaaS to build a competitive product or service; or (viii) reverse engineer HPE SaaS; (ix) disclose any information relating to the performance or operation of the HPE SaaS (including any benchmarking or other testing results) to any third party without the express prior written consent of HPE unless otherwise required by law; or (x) engage a third party to perform security testing on the HPE SaaS unless that third party enters into a written non -disclosure agreement directly with HPE. You will cooperate with HPE's investigation of your compliance with the SaaS usage restrictions. You are responsible for complying with all terms of use for any software, content, service, or website you load, create, or access when using HPE SaaS. c. Data. You are solely responsible for the content created or placed into a HPE-provided system during your use of the HPE-provided system ("Customer -provided Data"). You will remain the sole and exclusive owner of all Customer -provided Data. You grant HPE the necessary rights to Customer -provided Data to allow HPE to use Customer -provided Data as necessary to provide such HPE-provided system, technical support, or as otherwise required by law. Attachment D Page 4 of 4 Statement of Work CITY OF SANTA ANA - 019191019 ARUBA DEVICE DEPLOYMENT AND INTEGRATION TIME AND MATERIALS PROJECT HPE'S ARUBA HIGH TOUCH SERVICES Prepared by: Andrew Clelland Version: 1.4 Date: November 6, 2023 OPE: OPE-0014039393 Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 Important Notice This Statement of Work is proprietary to HPE and contains HPE Confidential Information. It may not be disclosed in whole or in part without the express written authorization of HPE. No portion of this Statement of Work may be duplicated or used for any purpose other than to receive Services or Deliverables from HPE described herein. © Copyright 2023 Hewlett Packard Enterprise Development Company, L.P. 11ai—suck t [o use reaCichon T=v 1 3 Q Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 Document Revision History ..ReX�-6%J-g[Lkjjk. 05/23/2023 v0.1 Author Andrew Clelland ChangeSummary MW Original 06/05/2023 v0.2 Andrew Clelland Changed SoW from Fixed Price to Time and Materials 06/26/2023 v0.3 Andrew Clelland Changed SKU Qty 09/06/2023 V0.4 Andrew Clelland Removed Draft watermark and adjusted dates. 10/12/2023 v0.5 Andrew Clelland Added language per Customer's request 10/26/2023 v1.0 Andrew Clelland Adjusted language per HPE legal and Customer's direction. 11/02/2023 v1.1 Andrew Clelland Adjusted section 6.1 per customer's direction. 11/06/2023 v1.2 Andrew Clelland Adjusted language in section 6.1 and section 7 11/06/2023 v1.3-1.4 Andrew Clelland Adjusted language in section 6.1 i-iPG .onfider:tia? suoiect to use resinctior. T=vt 6 0 Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6. 2023 Table of Contents 1. SOW Overview 5 1.1. Statement of Work Terms 5 1.2. Engagement Model 5 2. Scope of Work 7 2.1. Phase I — Planning 7 2.1.1. Entrance Criteria 7 2.1.2. Activities 7 2.1.3. Customer Responsibilities 8 2.2. Phase II - Design 8 2.2.1. Entrance Criteria 8 2.2.2. Activities 8 2.3. Phase III - Pilot 9 2.3.1, Entrance Criteria 9 2.3.2. Activities 9 2.4. Knowledge Transfer 10 2.4.1. Customer Knowledge Transfer 10 2.5. Project Management Activity 10 2.5.1. Aruba Project Management Support Functions 10 2.5.2. Customer Project Management Support Functions 10 3. Change Management Process 11 4. Issue Resolution and Escalation Process 12 5. Responsibilities, Limitations, and Assumptions 13 5.1. Customer Responsibilities 13 5.2. Limitations and Assumptions 14 6. Pricing and Ordering 15 6.1. Price 15 6.2. Order Information 15 6.3. Addresses 16 7. Delivery Schedule 17 8. Signatures 18 Exhibit A — HPE Customer Terms —Professional Services 20 Statement of Work — City of Santa Ana — High Touch Services v1A November 6,2023 1. SOW Overview This Statement of Work ("SOW') is effective as of the last date of signature ("Effective Date") between Hewlett Packard Enterprise Company (°HPE" or "Aruba") and City of Santa Ana ("Customer") and identifies the consulting services ("Services") Aruba will perform for the Customer. Customer has requested assistance from Aruba to upgrade its wireless network infrastructure by integrating a new Aruba -based wireless network with the existing mobility controller and network access control system. This project's primary purpose is to enhance wireless connectivity, security, and overall user experience for city employees, contractors, and guests, demonstrating the City's commitment to leveraging cutting -edge technology to support its operations. Through a series of carefully planned stages, the project team will assess the current network topology, review the High -Level Logical Design (HLD) provided by the City, and develop a comprehensive design and implementation plan. This plan will incorporate the coexistence of the new Aruba devices with the existing wireless deployment and ClearPass deployment. Key focus areas include defining functional requirements, developing configurations for ClearPass policies, Mobility Controllers, and switches, and determining installation parameters for Aruba devices. Upon finalizing the design and receiving approval from the City of Santa Ana, a limited deployment will be implemented, including the installation and configuration templates of Aruba access switches, wireless access points, and ClearPass policies. Local resources will provide onsite implementation services, ensuring seamless integration with the existing infrastructure. The successful completion of this project will result in the City of Santa Ana's resources to finalize a robust, secure, and reliable wireless network deployment throughout the city. The improved infrastructure will facilitate more efficient communication and collaboration among city departments, streamline the onboarding process for new devices, and offer a better user experience for both city employees and visitors. Ultimately, the new Aruba -based wireless network will position the City of Santa Ana as a forward -thinking, technologically advanced municipality, ready to embrace the opportunities and challenges of the digital age. 1.1. Statement of Work Terms This SOW is governed by Exhibit A, HPE Customer Terms — Professional Services ("Agreement"). 1.2. Engagement Model This is a Time and Materials (T&M)-based SOW and Aruba will endeavor to complete the objectives defined in this SOW within the allotted amount of labor defined in the SOW. However, in a T&M-based SOW, Aruba consultants will take task direction from the Customer. There are no deliverables and outcomes are not guaranteed. For services that are being delivered remotely, resources will be scheduled and accrued at a minimum of eight (8) hour increments. For services that are being delivered remotely, cancelations must be made Statement of Work — City of Santa Ana — High Touch Services v1.4 Novemher 6202" no less than one (1) business day in advance of the scheduled start time. Cancelations of less than one (1) business day will result in a charge of eight (8) hours per occurrence. If the objective of the SOW is not completed before the labor included in the SOW is consumed, the Customer will be required to purchase additional labor before any additional work is performed. Additional work will not be performed without written agreement by both parties. Customer is encouraged to purchase additional hours before the labor is fully consumed in order to avoid work stoppage which may result in delays. Aruba consultants) will perform the Services as follows, unless otherwise agreed upon in writing by both parties: • Services will be performed between the hours of 8:00 a.m. and 5:00 p.m. local time, Monday through Friday, ("Standard Workday"), according to the Delivery Location listed in Section 6.4 of this SOW, excluding U.S. national and locally observed holidays (HPE or Customer), and will not exceed 40 hours per resource per week. • Services will be delivered in contiguous business weeks and must be requested at least three (3) working weeks in advance. • Services may be performed onsite or remotely. • Work on weekends or after business hours are excluded from this engagement. Subject to consultant availability, weekends, holiday hours or hours outside the Standard Workday may be available at an additional charge through an approved change order. The project will be deemed accepted, approved, and will close ten (10) business days following the expiration of all UoS, or after all UOS included in the SOW have been exhausted, whichever comes first. Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 2, Scope of Work Aruba is committed to delivering a comprehensive solution for the City of Santa Ana, encompassing the installation and meticulous configuration of a cutting -edge, Aruba -centric wireless network. This advanced network is designed to integrate seamlessly with the existing mobility controller and network access control system, significantly enhancing the City's connectivity and fortifying its security profile. In pursuit of optimal outcomes, we will leverage local expertise for most of the project, except for the design and planning phases. These critical stages will be executed remotely by Aruba's team of seasoned professionals, ensuring access to the highest level of industry expertise. The project initiation involves a rigorous evaluation of the City's current infrastructure. This analysis will serve as the foundation for the creation of tailored design and configuration templates. These will be uniquely designed to align with the City's specific needs and requirements while considering the existing systems and future growth potential. This process will be collaborative, with Aruba working closely with the City's IT team to ensure alignment with their strategic objectives. Upon the City's approval of the design and configuration templates, we will proceed to the implementation phase. Our skilled local resources will undertake the installation and configuration of the new Aruba -based wireless network, with a keen focus on minimizing disruption to the City's daily operations. This project is a Time and Materials project for 15 days that could traverse multiple stages, including planning, design, installation, testing, and finalization. Each stage is designed to ensure meticulous execution, culminating in the delivery of a robust, secure, and efficient wireless network that not only meets the City's current needs but also provides a solid foundation for future technological advancements and scalabiiity. The following represents what is planned, during the 15 days, time permitting: 2.1. Phase I -- Planning This phase is required to ensure all physical and logical aspects of the solution are discussed and documented. This will also allow each party to ensure their areas of responsibility are fulfilled prior to the installation. Aruba HTS will develop a Project plan, a requirements document, and a High -Level Design ("HLY) document that will encompass a plan for deploying Aruba wireless, ClearPass and Aruba switches into the existing infrastructure. 2.1.1. Entrance Criteria 2.1.1.1. Signed Statement of Work 2.1.1.2. Purchase order for services received and booked by HPE. 2.1.2. Activities Aruba will: Statement of Work - City of Santa Ana - High Touch Services v1.4 November 6, 2023 2.1.2.1. Develop a high-level project plan with all stakeholders to ensure timelines are understood by all parties. This plan is limited to defining major work efforts and a general timeline of how these efforts line up with each other. 2.1.2.2. Collaboratively develop a Requirements Document • Define functional requirements for o Aruba Controllers o APs11APs o Aruba switches o User Roles o I Addresses o Hostnames 2.1.2.3. Develop a High -Level Design (HLD) document. 2.1.2.4. Collaboratively work with all stakeholders to develop a training strategy. 2.1.3. Customer Responsibilities Customer will-, 2.1.3.1. Provide an adequate work environment to allow Aruba consultants the ability to perform the activities identified above. 2.2. Phase II - Design 2.2.1. Entrance Criteria 2.2.1.1. Completed Requirements Document 2.2.1.2. Completed High -Level Design Document 2.2.2. Activities Aruba will: 2.2.2.1. Develop a Low -Level Design (LLD) document using the standard Aruba LLD template. rider i.a;sur, ..., i Statement of Work — City of Santa Ana — High Touch Services v9.4 November 6, 2023 2.2.2.2. Develop, apply, and test configurations for the datacenter and site level equipment for each site type. • ClearPass policies • Mobility Controllers • Switch configuration templates 2.2.2.3. Develop a design verification test plan and perform that test plan against the configured equipment to ensure the datacenter and site level equipment meet the requirements defined in the Requirements Document 2.2.2.4. Adjust the design document and equipment configurations to ensure the test plan meets or exceeds the success criteria. 2.2.2.5. Configure Airwave maps • Add three (3) new maps to existing Airwave. 2.3. Phase III - Pilot After the final design is approved, Aruba will provide local implementation services for up to five (5) business days, not exceeding thirty-two (32) business hours. This will involve deploying and configuring five (5) Aruba access switches, twenty (20) access points, and five (5) ClearPass policies as defined in the design meetings. The new network setup will coexist with the existing wireless deployment, allowing the City to migrate to the new setup over time. 2.3.1. Entrance Criteria 2.3.1.1. Completed Low Level Design Document 2.3.1.2. Completed Design Test Plan 2.3.2. Activities Aruba will: 2.3.2.1. Develop the deployment and installation guides that will define the processes and procedures used to place site level equipping into the production environment. 2.3.2.2. Develop a pilot verification test plan and perform that test plan against each site deployed as part of the pilot to ensure the datacenter and site level equipment meet the requirements defined in the Requirements Document. 2.3.2.3. Perform the pilot verification test plans for each site included in the pilot phase. 2.3.2.4. Collaboratively, with all stakeholders, develop a deployment and operational enablement strategy. Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 2.4. Knowledge Transfer 2.4.1. Customer Knowledge Transfer The following will happen As part of an effort to educate Customer on the deployed configuration, Aruba HTS will provide one (1), knowledge transfer workshop for up to four (4) hours. The workshop will be a single session and will take place while the Aruba HITS engineer is onsite. This workshop is geared towards the engineers that took part in the deployment and configuration process. Topics for the workshop will consist of: • General knowledge turnover/transfer • A review of the configuration • Answering configuration related questions The knowledge transfer workshop will NOT be: • Formal training with printed/bound materials • Held at multiple locations. • Geared toward individuals who have no working knowledge of the deployed Aruba systems/components. 2.5. Project Management Activity 2.5.1. Aruba Project Management Support Functions Aruba consultants will assist Customer's engineers and project managers in the following areas: 1. Managing consultant resources. 2. Establishing a resource request and approval process for Customer to request consultant resources. 3. Participate in scheduled project review meetings or conference calls, if required. 4. Reporting on accrued labor and activity against this SOW. 2,5.2. Customer Project Management Support Functions Customer will assign a project sponsor ("Customer's Project Representative") to assist with providing Customer resources and responses in a timely manner where necessary. To facilitate efficient T&M services delivery, the Customer's Project Representative will initiate contact with the Aruba engineer and Aruba Project Manager daily to collect status, assign tasking, and modify tasking as required. Statement of Work — City of Santa Ana — High Touch Services v1.4 November 5, 2023 3. Change Management Process The general change process will be implemented as illustrated in the following figure. Either HPE or Customer may initiate a change, in writing. The change will be evaluated, and any impact will be identified. The price, scope, and schedule impact (if any) will be analyzed and documented. The change impact will then be processed for Customer authorization or closure. A change must be in writing and will not be implemented until both parties mutually agree to the change and the appropriate modification to the project delivery has been fully executed. The change request form will include a description of the change, reason for the change, and initiator of the change; as well as impact to scope, price, quality, schedule, resources, and risks. Figure 1. Change Process Decision Matrix Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 4. Issue Resolution and Escalation Process HPE uses an issue resolution process to manage service issues between Customer and HPE. This process comprises an issue resolution form and issue escalation table that HPE and Customer mutually develop. The Customer or HPE requestor submits an issue resolution form to log an issue and initiate the escalation process. The issue resolution process adheres to the escalation process that is outlined by the issue escalation table. This table defines the level 1, 2, and 3 escalation managers for HPE. For each management level, the issue and escalation process will follow the steps outlined below: 1. A Customer or HPE requester submits a completed issue resolution form for an issue to the Director of HTS Solutions Consulting. 2. Each level of manager: - Evaluates the issue - Communicates their issue disposition to the requester — Develops a plan to resolve the issue and upon mutual concurrence, implements the plan and closes the issue 3. If a manager level is unable to agree on a plan for resolving the issue within five (5) business days of receiving the issue resolution form or initially meeting to discuss the issue, then either of the level's Customer or HPE manager(s) may escalate the issue to the next manager level and request them to meet to evaluate the issue. The requester has the opportunity to acknowledge acceptance of the resolution. In the event that the level 2 manager(s) are unable to resolve an issue, either the Customer or HPE party may escalate the issue to the organizations' appropriate senior management. Issue Escalation Table Manaeer Level Description Director HTS Engineering VP High Touch Services VP Aruba Global Services HP' rPidzr,4ai—;.. bde_, to .use resCccC c T-v, .3 3 12 Statement of Work - City of Santa Ana - High Touch Services v1.4 November 6, 2023 5. Responsibilities, Limitations, and Assumptions 5.1. Customer Responsibilities 1. Provide necessary system access to the Aruba consultants, preferably via a Virtual Private Network ("VPN") connection to the Customer's network where the systems included in this SOW reside. 2. Assign a project sponsor ("Customer's Project Representative") for the duration of the delivery of Services. This person will have signature authority, the authority to assign and direct the activities of Customer resources and will be available to HPE personnel throughout the project. 3. Appoint an individual for this project who will serve as the primary representative ("Project Representative" or "Customer Project Manager") with the knowledge and expertise required to fulfill the obligations detailed in this SOW. a. The Customer's Project Representative will be available at all times or will designate an alternate with the same level of authority and project knowledge in the event of unavailability. b. The Project Representative will establish an internal communication plan for critical problems to ensure rapid resolution and clear communication on a peer -to -peer basis between HPE and Customer. 4. Obtain and deliver all third -party hardware, software, and consulting services required by HPE to fulfill HPE service delivery obligations under this agreement. Customer will be responsible for any third -party product and/or service charges. 5. Maintain a separate backup system or procedure that is not dependent on the products for the reconstruction of lost or altered Customer files, data, or programs. 0. Comply with the general obligations specified in this SOW in a timely manner. Customer acknowledges that HPE ability to deliver the Services is dependent upon Customer's full and timely cooperation with HPE, as well as the accuracy and completeness of any information and data Customer provides to HPE. 7. These Services are not intended to provide or replace underlying warranty and/or support services for the products in scope. Customer is responsible for ensuring the products are covered under active warranty and/or support coverage with HPE. 8. These Services do not include Foundation Care or related support services for the Aruba components currently deployed within the Customer's facilities. Customer is responsible for retaining the adequate level of support for the Aruba components, and HPE won't be responsible in any way for potential or actual network issues resulting of the lack of support services. 9. All prerequisites identified in this SOW must be completed before objectives provided. 10. Customer will have subject matter experts (SMEs) available for all non -Aruba network devices that are to be integrated with the in -scope Aruba components, if applicable. Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 11. It is assumed that all of the network, system, and other infrastructure needed to implement this SOW, which are not being implemented as a part of this SOW, are in place and the sole responsibility of the Customer. 12. The Customer is responsible for physically installing all Aruba hardware (i.e. Mobility Conductor, Mobility Controller, AirWave, switches, ClearPass, access points) and connecting power (where applicable). 13. The Customer is responsible for reserving the proper amount of memory, processors and storage for all Aruba virtual instances being installed (where applicable). 5.2. Limitations and Assumptions 1. Any services not described in Section 2 are considered outside the scope of this SOW. 2. The work proposed in this SOW is not intended to shift ownership or operation of the Aruba infrastructure or software components from Customer to Aruba. It is expected that Customer maintains ownership of the design, its implementation, and operation of the result. In this SOW, Aruba is providing input to that design and its deployment based on its experience. 3. Services do not include repair of Aruba products which is available by purchasing Aruba support services. Customer must have active warranty and/or support coverage in place with HPE for the Aruba products in order to receive Services pursuant to this SOW. 4. Authorization to Install Software. During delivery of Services, HPE may be required to install copies of third -party or HPE Branded Software and be required to accept license terms accompanying such Software ("Shrink -Wrap Terms") on behalf of Customer. Shrink -Wrap Terms may be in electronic format, embedded in the Software, or contained within the Software documentation. Customer hereby acknowledges that it is Customer's responsibility to review Shrink -Wrap Terms at the time of installation, and hereby authorizes HPE to accept all Shrink -Wrap Terms on its behalf. 5. Documentation created for this Service will be available in electronic format using Microsoft Office. 6. HPE is not liable for the performance or non-performance of third -party vendors, their products, or their support services. 7. Handwritten or typewritten text (other than information specifically called for in the spaces provided) that purports to modify or supplement the printed text of this SOW shall have no effect and shall not add to or vary the terms of this SOW. Statement of Work — City of Santa Ana — High Touch Services 0.4 Novemb3r 6, 2023 6. Pricing and Ordering 6.1. Price The Services will be procured using HPE-Consulting Units of Service (UoS). Each UoS represents a fixed value that can be exchanged for the Services and does not represent dollars or hours being purchased until applied against a SOW. HPE will perform the Services for the Customer in exchange for the quantity of UoS in this Section. HPE and Customer understand that the UoS may be purchased from an Authorized Reseller, and the dollar value for such UoS and payment terms will be determined solely between Customer and Authorized Reseller. The Services will be performed in exchange for Units of Service (UoS). UoS projects are non-refundable. Change Orders shall only be used to add additional labor hours, once this SOW is effective. For the purpose of this SOW, eight (8) hours of labor equals one (1) UoS. Customer is responsible for purchasing the SKU and quantity of UoS in section 6.2 from Authorized Reseller. HPE is under no obligation to provide the Services until Customer provides an acceptable Purchase Order (PO) to Authorized Reseller and HPE has confirmed the PO for the Services. The UoS (labor) in this SOW is valid for ninety (90) days from the date of delivery or all labor included in the SOW has been consumed, whichever comes first. The labor validity can be extended with a zero dollar change order at any time before the expiration of the 90 days from the date of delivery or before all labor included in the SOW has been consumed. Total price is set forth in the City of Santa Ana Purchase Order, dated 11/21/2023, attached hereto and incorporated herein as Exhibit B. All labor contemplated under said Purchase Order and this Agreement shall be performed by Vector Resources, Inc. dba Vector USA ("Vector"). In the event Vector is unable or fails to perform the labor contemplated under this Agreement, HPE Aruba will perform the labor, or the parties shall work cooperatively to select an alternative VAR by mutual agreement. 6.2. Order Information Table 1. Order Information "PE � onri:Iential 3E t;jact to ise restriction T=v 1 6 0 1 Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 HR1 W8A1 Aruba 1 Qtr UoS QuickStart 15 Consulting SVC 6.3. Addresses HPE will deliver the Services outlined in the SOW at the desired Customer location or remotely, as necessary. Sold To City of Santa Ana Information Technology Department Attn: Mike Fetner, Melanie Torres Invoice Address 20 Civic Center Plaza M-42 Santa Ana, CA 92704 Delivery Location 20 Civic Center Plaza M-42 Santa Ana, CA 92704 For Delivery instructions: Please contact: 714-647-5100 P= rbii— 1-sect se ra_strictioc T=v7 6 0 Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 7. Delivery Schedule Services are provided for 90 days, anticipated to begin November 2023 continue until February 2024 ("SOW Term"). These dates may be adjusted based on the delivery of an acceptable Purchase Order and the availability of resources to support the activity defined within this SOW. Any delay in receipt of the necessary purchasing documents may affect the engagement start, completion date, and duration. ,,; -- 3 ,) Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 S. Signatures The following signature indicates Customer's acceptance of this SOW. In addition to Customer's execution of this SOW, as a condition to HPE's obligation to provide the Services, Customer must have purchased quantity of SKU from an Authorized Reseller and Authorized Reseller has notified HPE that Customer has purchased the Services. Customer represents that their execution of this SOW is a binding commitment to purchase the Services. Attest Authorized Signature: Print Name: Title: Date: City of Santa Ana Authorized Signature: Print Name: Title: Date: Hewlett Packard Enterprise Company Authorized Signature: Print Name: Title: Date: HP _orT'JerWal—SL.r:. IS use restriction T=vt 6 IJ 13 Statement of Work — City of Santa Ana — High Touch Services v1.4 November G, 2023 Approved as to Form Authorized Signa . Jonathan T. Martinez Print Name: Assistant City Attorney Title: 11 /6/2023 Date: Recommended for Approval ilt 414 A liorized Signature: J ck Ciulla Print Name: Chief Technology Innovations Officer Title: �l�Gj.�aaS Date: Statement of Work — City of Santa Ana — High Touch Services v1.4 November 6, 2023 Exhibit A — HPE Customer Terms — Professional Services HPE CUSTOMER TERMS — PROFESSIONAL SERVICES 1. Parties. This agreement (Agreement) governs products and services purchased by Order from Hewlett Packard Enterprise or its affiliates (HPE) by the customer (Customer). 2. Orders. Order means the accepted order, including material the parties incorporate by attachment or reference (Supporting Material). Supporting Material, made available in print or on a designated website, may include product lists, specifications, service descriptions, data sheets, additional license authorizations (ALAS), data protection and security agreements (DPSAs), statements of work (SOWs), warranties, and service leve agreements (SLAB). 3. Order Placement. The parties confirm their agreement to these terms by signature or by reference on an Order. These terms may be used on a global basis as a framework agreement for multiple Orders by the parties' Affiliates, meaning any entity controlled by, controlling, or under common control with a party. Affiliates participate by placing orders which specify delivery in the same country as the HPE Affiliate accepting the order, referencing these terms, and specifying any terms necessary to reflect local law or practice. 4. Order Arrangements. Where appropriate, an Order must specify a delivery date and location. There may be additional charges if Customer extends the delivery date of an Order beyond 90 days. Customer may cancel an Order at no charge before production begins, before an item is shipped, or before services begin, whichever occurs first. 5. Prices and Taxes. Prices will be contained in written quotes, published on HPE's website or a customer -specific portal, or in HPE's published list price. Unless otherwise quoted, prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling). If a withholding tax is required by law, please contact the HPE order representative to discuss appropriate procedures.6. Professional and Support Services. HPE will deliver any ordered consulting, training, standard support or other services as described in the applicable Supporting Material. Supporting Material will provide the description of HPE's offering, eligibility requirements, service limitations, Customer responsibilities, and the systems supported. 7. Acceptance. The acceptance process (if any) will be described in the applicable Supporting Material, will apply only to the deliverables specified, and does not apply to other products or services provided by HPE. 8. Dependencies. HPE's ability to deliver products and services depends on Customer's reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the products and services. 9. Change Orders. Each party will appoint a project representative to serve as the contact for delivery and for any issues. Requests to change the scope of the products or services will require a written change order approved by both parties. 10. Services Performance. Services are performed using generally recognized commercia practices, and standards in Supporting Materials. Customer will provide prompt notice of any service concerns and HPE will re -perform any service that fails to meet this standard. 11. Services with Deliverables. If Supporting Material defines specific deliverables, HPE warrants those deliverables will materially conform to their written specifications for 30 days following delivery. If Customer notifies HPE of a non -conformity during the 30 day Statement of Work — City of Santa Ana — High Touch Services 0.4 November (3. 2023 period, HPE will promptly remedy the impacted deliverables or refund the fees paid for those deliverables upon return of those deliverables to HPE. 12. Intellectual Property Rights. There is no transfer of ownership of any intellectual property under this Agreement. Customer grants HPE a worldwide, non-exclusive, royalty -free license to any intellectual property that is necessary for HPE and its designees to perform the ordered services. If deliverables are created by HPE specifically for Customer and identified as such in Supporting Material, HPE grants Customer a worldwide, non-exclusive, royalty -free license to reproduce and use copies of the deliverables internally. 13. Intellectual Property Rights Infringement. HPE will indemnify Customer for any claims against Customer that allege that an HPE-branded product, software, or service supplied under this Agreement infringes the intellectual property rights of a third party. HPE will rely on Customer's prompt notification of the claim and cooperation with its defense. HPE may modify the product or software or service to be non -infringing and materially equivalent, or HPE may procure a license. If these options are not commercially viable, HPE will refund to Customer the amount paid for the affected product or software in the first year or the depreciated value thereafter or, for support services, the balance of any pre -paid amount or, for professional services, the amount paid. HPE is not responsible for claims resulting from any unauthorized use of the product or software or service or for claims resulting from deliverables content or design provided by Customer. 14. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, affiliates, agents, or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a governmental agency. 15. Personal Information. Where legitimate business purposes require HPE to collect and process personally identifiable business contact information relating to Customer's employees or other individuals representing Customer, HPE, as a data controller, will process such personally identifiable information using i) appropriate technical and organizational measures; ii) in compliance with its Privacy Statement (https://www.hpe.com/us/en/legal/privacy.htmi)-, and iii) applicable laws. Where HPE discloses personally identifiable information relating to its employees or other individuals representing HPE to Customer or where such persons provide their personally identifiable information directly to Customer, Customer will process such personally identifiable information using appropriate technical and organizational measures in compliance with Customer's privacy policies and applicable laws. Where HPE agrees to process personally identifiable information on behalf of Customer, HPE, as a data processor, will process such data only as permitted under this Agreement, including Supporting Materials, and in compliance with applicable laws. In the event international data transfers trigger the requirements for a data transfer mechanism, HPE will use its BCR-P or utilize the data transfer mechanism described in the applicable Supporting Materials. 16. Global Trade compliance. Products, software, or custom deliverables are for Customer's internal use and not for commercialization unless otherwise stated in Supporting Material. If Customer exports, imports or otherwise transfers products, software, or custom deliverables, Customer is responsible for complying with applicable Statement of Work — City of Santa Ana — High Touch Services v1.4 November B, 2023 laws and for obtaining any required export or import authorizations. Either party may suspend its performance as required by applicable trade laws. 17. Limitation of Liability. HPE's liability to Customer under this Agreement is limited to the greater of $1,000,000 or the amount payable (for the past 12 months if recurring) by Customer to HPE for the relevant Order. Neither Customer nor HPE will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; damage to tangible personal property; breaches of confidentiality under Section 30 (not including personally identifiable information); acts of fraud; willful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law. 18. Disputes. If Customer is dissatisfied with any product or software or service purchased under this Agreement and disagrees with HPE's proposed resolution, both parties agree to promptly escalate the issue to a senior executive in each party's respective organization for an amicable resolution without prejudice to the right to later seek a legal remedy. 19. Force Majeure. Neither party will be liable for performance delays nor for non- performance due to causes beyond its reasonable control, except for payment obligations. 20. Termination. Either party may terminate this Agreement on written notice if either party materially breaches the Agreement and fails to remedy the breach within a reasonable period after receiving reasonably detailed written notice. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. 21. General. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a mutually agreed written amendment. The Agreement is governed by the laws of the country of HPE or the HPE Affiliate accepting the Order and the courts of that locale have jurisdiction. However, HPE or its Affiliate may bring suit for payment in the country where the Customer Affiliate that placed the Order is located. Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply. Claims arising in the United States are governed by the laws of the state of Delaware or where Customer's U.S. business is headquartered, excluding rules as to choice and conflict of law.