HomeMy WebLinkAboutItem 13 - Purchase Order Support Services and Storage Information Technology Department
www.santa-ana.org/IT
Item # 13
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 15, 2025
TOPIC: Hewlett Packard Enterprise (HPE) Support Services for Servers and Storage
Systems
AGENDA TITLE
Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services for Servers
and Storage Systems (Specification No. 25-052) (Non-General Fund)
RECOMMENDED ACTION
Authorize a Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services
for Servers and Storage Systems, for a three-year period beginning May 15, 2025 through
May 14, 2028, in an amount not to exceed $90,492.
GOVERNMENT CODE §84308 APPLIES: No
DISCUSSION
The City’s two data centers support continuous City business operations 24/7/365. To
maintain this high level of service availability, the Information Technology Department
relies on manufacturer-supported maintenance contracts that provide around-the-clock
technical assistance and infrastructure support. Hewlett Packard Enterprise (HPE), a
global leader in edge-to-cloud technology solutions, provides the City’s critical servers
and storage infrastructure, ensuring high performance, security, and reliability. These
systems require direct access to manufacturer technical support for rapid troubleshooting,
remote diagnostics, and prompt resolution of system issues.
HPE support services provide 24/7 access to expert technical support, ensuring
immediate assistance from manufacturer-certified engineers to diagnose and resolve
hardware and software issues. This minimizes downtime and ensures uninterrupted
operations. Additionally, continuous firmware and software updates are included in the
contract, providing security patches, bug fixes, and software enhancements necessary to
maintain system performance, security, and compliance with industry standards.
Proactive hardware monitoring and failure prevention are also integral to HPE’s services.
The support contract includes system monitoring that helps identify potential issues
HP Support Services for Servers and Storage Systems
April 15, 2025
Page 2
4
9
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before they lead to critical failures, reducing the risk of data loss and service disruptions.
Expedited replacement and repairs ensure that failed components are quickly addressed,
preventing prolonged outages and maintaining service availability.
Santa Ana City Ordinance No. NS-3041 authorizes the City to purchase against contracts
from any public agency utilizing a competitive bid process. The National Association of
State Procurement Officials (NASPO) ValuePoint contract with Hewlett Packard
Enterprise for HP equipment, annual support, and maintenance (Exhibit 1), resulting in
Master Agreement No. 23008 and California Participating Addendum No. 7-23-70-55-03
(Exhibit 2), was awarded as a result of open, competitive bidding, and meets the City’s
requirement.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.
FISCAL IMPACT
Funds in the amount of $90,492 are available for expenditure in the current Fiscal Year
2024-25 budget as follows:
Fiscal
Year
Accounting
Unit –
Account
Fund
Description
Accounting Unit,
Account Description Amount
2024-25 10920140-62307
Information
Technology
Network &
Telecommunications,
Hardware Maintenance
& Support
$90,492
EXHIBIT(S)
1. NASPO ValuePoint Agreement (No. 23008)
2. California Participating Addendum No. 7-23-70-55-03
Submitted By: Jack Ciulla, Chief Technology Innovations Officer
Approved By: Alvaro Nuñez, City Manager
Page 1 of 48
NASPO ValuePoint Master Agreement No.: 23008
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and
Hewlett Packard Enterprise whose designated business address is 1701 East Mossy Oaks Road, Spring, TX 77389
(“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals
1.The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of
Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to
establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for
Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);
2.Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or
services requested in the Solicitation; and
3.Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to
enter into a contract; and
4.All authorized governmental entities in any state or participating US Territory are welcome to use the resulting
Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final
award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the
option of Participating States. Participating States reserve the right to add state specific terms and conditions and
modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.
Accordingly, the Parties agree as follows:
Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05,
subd. 2, whichever is later.
Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in
increments as determined by the Lead State, through a duly executed amendment.
If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond
the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a
reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a
Lead State under its state law otherwise to negotiate contract extensions.
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Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to
engage such assistance as deemed necessary.
Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in
accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade,
or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the
Lead State.
Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has
taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor
to its terms.
Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:
Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops,
Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):
Band 3, Servers and Storage
Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration
limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease
the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the
Contractor how to approve these modifications to the Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the
purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price
of $150,000).
ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products
in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these
modifications to the Entity’s Product and Service Schedule.
Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to
equipment configuration limits.
Any software purchased must be related to the procurement of equipment.
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Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except
for the exceptions allowed under Paragraph 5.a.4.
Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
General Services
Services must be related to the procurement of equipment.
Service limits will be addressed by each State.
Wireless phone and internet service is not allowed.
Managed Print Services are not allowed.
Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support
or configure hardware purchased under the scope of the contract and is subject to equipment configuration
limits.
Any Cloud Service purchased must be related to the procurement of equipment.
Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products
must meet the definition(s) of the Band(s) in which they are being offered.
Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement
for Computer Equipment cannot be offered unless approved by the Lead State.
Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management
are not allowed.
Lease/Rentals of equipment may be allowed and will be addressed by each State.
Cellular Phone Equipment is not allowed.
EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief
Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.
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Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and
the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.
Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: elizabeth.randa@state.mn.us
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Stacey Pierce, SLED, US
Route to Market Manager.
Stacey Pierce, SLED, US Route to Market Manager
Hewlett Packard Enterprise
1701 East Mossy Oaks Road
Spring, TX 77389
Email: stacey.pierce@hpe.com
Phone: 501.205.6277
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must
immediately notify the Lead State.
Notices
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall
be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall
be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the
receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the
Lead State shall be addressed to the Master Agreement Administrator.
Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of
this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the
following order:
Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirements
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
Survival of Terms:
The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits;
Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and
Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.
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Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
1. Contractor
The Contractor certifies that the appropriate
person(s) have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.
2. State Agency
With delegated authority
Print name: Print name:
Signature: Signature:
Title: Date: Title: Date:
3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:
Signature:
Title: Date:
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Mary A. Reuss
9/7/2023Contract Negotiator 9/7/2023Acquisition Management Specialist
Elizabeth M. Randa
IT Acquisitions Supervisor
Andy Doran
9/7/2023
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions
Conflict of Terms/Order of Precedence.
Any order placed under this Master Agreement shall consist of the following documents:
A Participating Entity’s Participating Addendum (“PA”);
Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;
A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be
deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating
Addendum or Minnesota NASPO ValuePoint Master Agreement).
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.
Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to
the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information
contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the
Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly
referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly
referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL
or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by
applicable law. Any change to information contained in a URL or referenced policy will not affect any financial
obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s
ability to use the product or service.
A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s
response incorporated therein by reference) will constitute the entire agreement of the parties to the Master
Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s
response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the
Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the
Contractor.
Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a
direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint
under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable)
than the terms set forth in the Master Agreement.
Definitions.
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.
Accessory means a product that enhances the user experience but does not extend the functionality of the
computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered
peripherals.
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_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the
industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as
a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they
meet the restrictions found in Paragraph 5.c, above.
Band means a category of products. There are three product bands which may be awarded through this
Contract. Each product band includes related peripherals and services.
Components are the parts that make up a computer configuration.
Contractor means the person or entity delivering Products or performing services under the terms and
conditions set forth in this Master Agreement.
Configuration means the combination of hardware and software components that make up the total
functioning system.
Customer (see Purchasing Entity).
Desktop means a personal computer intended for regular use at a single location. A desktop computer typically
comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input
devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin
clients, are included in Bands 1 and 2 of this Contract.
Embedded Software means one or more software applications which permanently reside on a computing
device.
Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.
The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the
same or better performance as comparable models while using less energy and saving money. For additional
information on the Energy Star program, including product specifications and a list of qualifying products, visit the
Energy Star website at http://www.energystar.gov.
EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products
must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available
on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze,
Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes
material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate
sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
FOB Destination means that shipping charges are included in the price of the item and the shipped item
becomes the legal property and responsibility of the receiver when it reaches its destination unless there is
acceptance testing required.
FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item
becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is
beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include
additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity
ordering document.
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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.
Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a
touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.
Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile
operating systems. Laptops are included in Bands 1 and 2 of this Contract.
Lead State means the State centrally administering any resulting Master Agreement(s).
Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s
proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall”
identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in
the Question and Answer period.
Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the
trademark/patent for, and markets branded computer equipment.
Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf
of NASPO ValuePoint, and the Contractor.
Middleware means the software “glue” that helps programs and databases (which may be on different
computers) work together. The most basic function of middleware is to enable communication between different
pieces of software.
NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3)
limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting
consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and
political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is
identified in the Master Agreement as the recipient of reports and may perform contract administration functions
relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead
State.
Option means an item of equipment or a feature that may be chosen as an addition to or replacement for
standard equipment and features.
Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing
Entity to order the Products, including any supporting materials which the parties identify as incorporated either by
attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists,
hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements,
and statements of work (“SOW”), 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.
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Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district,
other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized
to enter into a Participating Addendum, that has executed a Participating Addendum.
Participating State means a state that has executed a Participating Addendum.
Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide
marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms
and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent,
subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
Peripherals means any hardware product that can be attached to, added within, or networked with personal
computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core
components of the system.
Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single
purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple
entities conducting a cooperative purchase.
Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing
Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP
throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
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 (including the District of Columbia and U.S. territories), city, county, district,
other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the
Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and
conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment
may be proposed under the band that most closely fits the equipment being proposed.
Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the
needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including
server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software
preconfigured by the manufacturer, and include embedded networking components such as those found in blade
chassis systems.
Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and
optimization of products offered or supplied under the Master Agreement. These classifications of services may
include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration
(software or hardware components), asset management, recycling or disposal, training and certification, pre-
implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other
directly related technical support service required for the effective operation of a product offered or supplied.
Contractors may offer limited professional services related ONLY to the equipment and configuration of the
equipment purchased through the resulting contracts.
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EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH
THEIR PARTICIPATING ADDENDUM.
Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object
code instructions including microcode, firmware, and operating system software that meet the restrictions specified
in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates,
and modifications of software.
Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including
SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract
Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects
different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets,
including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this
Contract.
Takeback Program means the Contractor’s process for accepting the return of equipment or other products at
the end of the product’s life.
Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a
server-based computing environment.
Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party
Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent
more than a third of any Contractor’s total sales under this Master Agreement.
Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.
Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses
transmission devices provided by common carriers.
Term of the Master Agreement.
The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the
original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon
review of requirements of Participating Entities, current market conditions, and Contractor performance.
The Master Agreement may be extended for a reasonable period of time 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.
Amendments.
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as
required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever
necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.
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Participants and Scope.
Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or
provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador,
Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial
government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and
crown corporations, may be eligible to use Contractor's Master Agreement
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.
Use of specific NASPO ValuePoint 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.
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.
NASPO and NASPO ValuePoint are not parties to the Master Agreement.
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 requirements: Term of the Master
Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price
and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
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.
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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 Master Agreement, 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.
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.
Independent Contractor.
The Contractor is 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 an agent except as expressly set forth herein
or as expressly agreed in any Participating Addendum.
Contracting Personnel.
Contractor must provide adequate contracting personnel to assist states with the completing and processing
Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary
contact person for that Participating Entity.
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. Such approval shall not be unreasonably withheld.
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.
Contractor Verification.
The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in
the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all
the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another
company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner
may be approved for that state in the role identified by the Contractor.
Contractor Performance Meeting.
An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically
performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at
the Lead State’s discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is
granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance
meeting.
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Laws and Regulations.
Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and
regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the
Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as
may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating
Addendum terms that reflect such a requirement.
If software is licensed to Purchasing Entity for use in the performance of a U.S. Government prime contract or
subcontract, Purchasing Entity agrees that consistent with FAR 12.211 and 12.212, commercial computer software,
documentation and technical data for commercial items are licensed under publisher’s standard commercial license.
Purchasing 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.
Price and Rate Guarantee Period.
All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial
Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as
offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum
discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or
amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive
adjustments to minimum discounts or rates will be allowed.
Premium Savings Package Program.
The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions,
Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be
detailed as a part of any request for Contractor to participate.
Services.
Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed
under that Participating Addendum. The Participating Addendum by each Participating Entity will address service
agreement terms and related travel.
Ordering.
Master Agreement, Participating Addendum, and purchase order numbers shall be clearly shown on all
acknowledgments, packing slips, invoices, and on all correspondence.
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.
Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.
Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the
ordering of supplies or services contemplated by this Master Agreement.
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Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document
under the law of the Purchasing Entity.
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:
The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative;
The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s
proposal;
A ceiling amount of the order for services being ordered;
The Master Agreement identifier; and
Statement of Work, when applicable.
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.
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. 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.
Notwithstanding the expiration, cancellation 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, cancellation 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.
Trade-In.
Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.
Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs
to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the
Master Agreement.
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Shipping and Delivery.
The prices are the delivered price to any Purchasing Entity for standard shipping. An estimated ship and delivery
date shall be provided to Purchasing Entity at the time of the Order. If an order is requested with expedited
shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All
deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the
Contractor. Responsibility and liability for loss or damage incurred during shipping or delivery shall remain the
Contractor’s until final inspection when responsibility shall pass to the Purchasing Entity except as to latent defects,
fraud, and Contractor’s warranty obligations. 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.
Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.
Any damage to the building interior, scratched walls, damage to the freight elevator, etc., directly caused by the
Contractor or its subcontractors will be the responsibility of the Contractor. If such damage does occur, it is the
responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.
All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and
crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every
respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase
Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as
outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
Where the Master Agreement, a Participating Addendum, 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.
Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead
State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance,
compliance, and quality assurance requirements under this Master Agreement.
Upon delivery, the Purchasing Entity shall have 30 days to inspect the Product(s). Acceptance of Products occurs
after inspection and applies to all Products(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. The Purchasing Entity will make every
effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or
completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery
of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery
of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding
terms have been mutually agreed to by both parties in writing.
Products that do not meet manufacturer’s specifications may be rejected. Failure to reject upon receipt,
however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value)
latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be
revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any
resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and
returned, or for which Acceptance is revoked. Return of Products is subject to the Contractor’s applicable return
policy, which shall be made available to Purchasing Entity prior to placement of an order. Any restocking fee may
not exceed 15% of the purchase price.
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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 cancel or modify the Order to remove the
nonconforming services, shall be refunded any amounts paid for the nonconforming services, and may require the
Contractor to take necessary action to ensure that future performance conforms to contract requirements.
The warranty period shall begin upon delivery.
The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and/or required for
the purchase. Acceptance Testing means the process agreed upon by Purchasing Entity and Contractor for
ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. The
terms in regards to Acceptance Testing will be negotiated, in writing, as mutually agreed.
No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met.
The warranty period for Products subject to Acceptance Testing shall begin upon Acceptance.
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 a license to use
any Embedded Software in the Product, as follows:
To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such
Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights
not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or
trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in
accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the
time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a
duly executed contract.
Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully
executed Statement of Work entered into between the Purchasing Entity and the Contractor.
The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s
pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding
software, that are purchased through this Master Agreement.
Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and
conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms
of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating
Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the
event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence
defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific
agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing
Entity, provided the contractual documents are duly executed in writing.
Warranty.
The Contractor must ensure warranty service and maintenance for all products provided. The Contractor shall provide
the warranty service and maintenance for all products on the Master Agreement.
For third party products sold by the Contract Vendor that are not Contractor-branded, the Contract Vendor sells the
third-party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The
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Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the
manufacturer on warranty and maintenance issues.
System Failure or Damage.
In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable
efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this
provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall
be governed by the Warranty.
Payment.
Payment for completion of an order is normally made within 30 days following the date a correct invoice is received.
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. All applicable taxes, duties, and fees must be identified on the
quote.
Leasing or Alternative Financing Methods.
Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of
software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master
Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive
process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP
evaluation process.
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.
Self Audit.
The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will
sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.
For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a
random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported
to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
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.
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
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or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third
parties.
Insurance.
Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance
described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to
conduct business in the Lead State and 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 (exception for wholly-owned captive
insurance companies). Failure to buy and maintain the required insurance may result in this Master Agreement’s
termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. Policy limits shall be as indicated below:
Commercial General Liability covering premises operations, products and completed operations, blanket
contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of
$1 million per occurrence/$2 million general aggregate;
Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
Where any subcontractor is retained by Contractor, Contractor shall require such subcontractor to maintain
insurance appropriate to subcontractor’s activities under this Master Agreement.
Contractor shall pay premiums on all insurance policies. Should any of the required insurance policies be
cancelled or non-renewed, notice shall be provided to Participating Entity in accordance with policy provisions.
Prior to commencement of performance, Contractor shall provide to the Participating Entity with a certificate of
insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to
the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of
cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s
liability insurance policy shall be primary, with any liability insurance of any Participating Entity 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.
During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor
provide evidence of coverage that meets the requirements of this Section. 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.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any
Participating Addendum, or any Purchase Order.
Administrative Fees.
The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-
quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.
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.
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The NASPO ValuePoint Administrative Fee in this section 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.
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 Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for
these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. 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.
NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders
under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders
invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this
Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of
Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to
the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable
notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive,
royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information
provided under this section.
Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has
no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by
the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.
Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to
NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed
Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total
sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary
Sales Data.
Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables
of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing
reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing
Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks
must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the
appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product
description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.
Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and
without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor’s customer lists and product catalog change.
Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an
executive summary that includes but is not limited to a list of states with an active Participating Addendum, states
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with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and
issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
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.
Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to
provide plans to launch the program within the Participating Entity. 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 Entity.
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.
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.
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.
The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.
Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, 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 contractor fails to record or report
revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based
on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This
subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master
Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer
provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or
whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master
agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such
provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative
purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This
does not include contracts with any federal agency or any federal contract.
Right to Publish.
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the
public 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
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Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master
Agreement for cause.
Records Administration and Audit.
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
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.
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 fees found as a result of the examination of the Contractor’s
records.
The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement
requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with
those obligations.
Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General),
and hold harmless an Indemnified Party from and against any third party claims or causes of action, including
reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions;
actions that give rise to strict liability; and actions arising from breach of contract or warranty.
“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of
the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor
may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall
indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the
Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on
a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The
Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and
damages, including but not limited to, attorney fees.
If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the
Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or
license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or
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documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing
Entity will be in addition to and not exclusive of other remedies provided by law.
Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the
infringement was caused by: 1) Contractor modification of the infringing material where such modification is
made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in
which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications
and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of
the infringing material where such modification is not made under the direction of Contractor; 3) Use of the
Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the
Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other
products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in
writing.
Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of
the form of action, for lost revenues or profits, or downtime credits, consequential, incidental, indirect, or special
damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as
set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property
infringement.
Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the
Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000. This limit on liability does not
apply to claims for bodily injury or death or for intellectual property infringement.
Contractor’s obligations under this section shall not extend to any combination of the Product with any other
product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates;
specified by the Contractor to work with the Product; or
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
It would be reasonably expected to use the Product in combination with such product, system or method.
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 and governmental 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 third-party rights in the Pre-existing Intellectual
Property and applies to non-Contractor manufactured or branded Products only to the extent Contractor is able to grant
such license. This section does not apply to software. The transfer or sale of any software is governed by the applicable
license agreement.
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
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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.
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.
Governing Law and Venue.
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.
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.
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 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.
Confidentiality, Non-Disclosure, and Injunctive Relief.
Confidentiality. Each party acknowledges that it and its employees or agents may, during the term of this Master
Agreement, be exposed to or acquire information that is confidential to the other party, including a 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 by one party (the “originating party”) and is obtained by the other party or its employees or agents
(the “receiving party”) in the performance of this Master Agreement, including, 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 as confidential information is confidential information of the originating party
(“Confidential Information”).
Any reports or other documents or items (including software) that result from the use of the Confidential
Information by the receiving party 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 originating 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 originating party without the obligation of confidentiality, (5) is disclosed with the
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written consent of the originating 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.
Non-Disclosure. The receiving 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 under this Master Agreement.
Each party shall advise each of its employees and agents of their obligations to keep Confidential
Information confidential. Contractor shall use commercially reasonable efforts to assist Participating Entity 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 originating party , including
as applicable the Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the
Lead State if the originating party is a Participating Entity, 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 receiving party shall at its expense cooperate with the originating party in
seeking injunctive or other equitable relief in the name of either party against any such person.
Except as directed by the originating 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
originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and
other matter in Contractor'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 of the
Confidential Information, the receiving party will maintain the security and confidentiality of all such retained
Confidential Information.
Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary
for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity
may retain Confidential Information to the extent and for the duration required by applicable law.
Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of
any Confidential Information, may cause irreparable injury to the originating party that is inadequately compensable
in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened
breach of the foregoing undertakings, in addition to any other legal remedies that may be available. 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.
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.
The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the
cooperative’s 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
Paragraph 33 of Exhibit A. 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.
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Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public
information laws.
Cancellation.
Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60
days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its
participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be
in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders
outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in
association with any Order, and requirements for records administration and audit. Cancellation of the Master
Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.
Force Majeure.
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually
severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may
terminate this Master Agreement after determining such delay or default will reasonably prevent successful
performance of the Master Agreement.
Defaults and Remedies.
The occurrence of any of the following events shall be an event of default under this Master Agreement:
Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master
Agreement that proves to be untrue or materially misleading; or
Institution of proceedings under any bankruptcy, insolvency, court-ordered 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
Any default specified in another section of this Master Agreement.
Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which
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. The Lead State may
immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
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:
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Exercise any remedy provided by law; and
Terminate this Master Agreement; and
Impose liquidated damages as provided in this Master Agreement; and
Suspend Contractor from being able to respond to future bid solicitations issued by the Lead State; and
Suspend Contractor’s performance under this Master Agreement; and
Withhold payment until the default is remedied.
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. Contractor may discontinue performance
under a Purchase Order if the Purchasing Entity fails, after thirty (30) days written notice to the Purchasing Entity, to
cure a failure to perform under the applicable Participating Addendum.
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.
Notices.
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall
be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall
be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the
transmission is confirmed by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the Lead State shall be addressed as follows:
Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
elizabeth.randa@state.mn.us
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.
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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.
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Exhibit B: Minnesota Terms and Conditions
Change Requests.
The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered
within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review
process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The
Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall
require the Contractor to provide a summary of its research of those products being recommended for inclusion in the
Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may
request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master
Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already
established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services
should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The
Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be
added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and
maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform
to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity
based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included
in the response to the PSS.
Maintaining the PSS.
In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the
PSS to make model changes, add new products or services, or remove obsolete or discontinued products or
services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of
the Master Agreement and contracted minimum discounts.
Process. Contractor must provide notification to the Lead State of any changes to their PSS using the
attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own
manufactured products, or remove discontinued or obsolete products or services, and Contractor does not
need the Lead State’s approval prior to posting an updated PSS.
b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s
PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment,
Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead
State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint
website.
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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the
Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders.
There will be no minimum order requirements or charges to process an individual purchase order. The Participating
Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering
Entity’s purchase order constitutes a binding contract.
Risk of Loss or Damage.
The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of
transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security.
Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the
Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to,
Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances;
“Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall
include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers.
“Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of
example and without limitation, a cardholder’s account number, expiration date, name, address, social security number,
or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use
Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses
specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect
Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system
failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement
terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or
agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review
of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order
to validate compliance with PCIDSS.
Foreign Outsourcing of Work.
Upon request, the Contractor is required to provide information regarding the location of where services, data storage,
and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5).
The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are
relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the
Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master
Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and
transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).
If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and
has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel,
when making decisions related to the operation of the contractor's business. For purposes of this section,
"discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other
actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when
such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not
based on a valid business reason.
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Human Rights/Affirmative Action.
The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and
Minn. R. 5000.3400 to 5000.3600.
Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than
40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it
has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36
and Minn. R. 5000.3400-5000.3600.
Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to,
criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of
compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies,
sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract
consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are
contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420-
5000.3500 and parts 5000.3552 5000.3559.
Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative
action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for
employment is qualified. The Contractor agrees to take affirmative action to employ, advance in
employment, and otherwise treat qualified disabled persons without discrimination based upon their
physical or mental disability in all employment practices such as the following: employment, upgrading,
demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant
orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights
Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of
Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative
action to employ and advance in employment qualified disabled employees and applicants for
employment, and the rights of applicants and employees.
(e) The Contractor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Contractor is bound by the terms of
Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to
employ and advance in employment physically and mentally disabled persons.
Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a
good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by
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the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the
Contract by the commissioner or the State.
Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. §
363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is
agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any
contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. §
363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
Equal Pay Certification.
If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract
execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-
apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized
Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt,
the Lead State may require Contractor to verify its exempt status.
Americans with Disabilities Act (ADA).
Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities
Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master
Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these
requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA
requirements.
Nonvisual Access Standards.
Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access
standards:
That the effective interactive control and use of the technology, including the operating system applications
programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
That the nonvisual access technology must be compatible with information technology used by other individuals
with whom the blind or visually impaired individual must interact;
That nonvisual access technology must be integrated into networks used to share communications among
employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual
means to telecommunications or other interconnected network services used by persons who are not blind or
visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the
information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards.
Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT
Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility
Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training
delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As
upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to
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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned
accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to
the State.
When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees
to document how the changes will impact or improve the product’s or service’s accessibility and usability. This
documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed
upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan
from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards
and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of
Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the
product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for
contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals.
Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838
http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.
To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful
physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must
provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver.
The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies
and local units of government to access the responses, including but not limited to photocopying, State
Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or
trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and
publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the
materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the
reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead
State, its representatives and employees harmless from any and all claims arising from the violation of this section and
agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity.
The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the
products or services that are the subject of the Master Agreement without the prior written consent of the State’s
Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not
limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending.
Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their
responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without
delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any
additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible
party.
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Organizational Conflicts of Interest.
An organizational conflict of interest exists when, because of existing or planned activities or because of relationships
with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State;
the Contractor’s objectivity in performing the work is or might be otherwise impaired; or
the Contractor has an unfair competitive advantage.
The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full
disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of
State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or
mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its
discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest
prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator,
the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all
subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master
Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered
Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the
certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly
rendered an erroneous certification, in addition to other remedies available to the federal government, the
department or agency with which this transaction originated may pursue available remedies, including
suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this
proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification
was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have
the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You
may contact the person to which this proposal is submitted for assistance in obtaining a copy of those
regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract
equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4,
debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
unless authorized by the department or agency with which this transaction originated.
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The prospective lower tier participant further agrees by submitting this proposal that it will include this
clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier
Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower
tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred,
suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is
erroneous. A participant may decide the method and frequency by which it determines the eligibility of its
principals. Each participant may, but is not required to, check the list of parties excluded from federal
procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment
under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in
this transaction, in addition to other remedies available to the Federal government, the department or agency
with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered
Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices.
The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13,
(and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to
Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time
to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by
the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected,
received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is
private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch.
13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial
Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must
immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data
to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the
data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims
arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota
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Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch),
including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event
that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor
shall retain responsibility under the terms of this article for such work.
Survivability.
Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and
resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification;
Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and
Administrative Fees.
Software licenses, warranty, and service agreements that were entered into under the terms and conditions of the
Master Agreement shall survive the expiration or termination of the Master Agreement.
Severability.
If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal,
unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under
such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such
declaration or finding and shall be fully performed.
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Exhibit C: Requirements
Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a
product that is manufactured by another company does not meet this requirement. If the Contractor ceases production,
sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of
the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all products provided. The Contractor shall provide the
warranty service and maintenance for all products on the Master Agreement.
For third party products sold by the Contract Vendor that are not Contractor-branded, the Contract Vendor sells the
third party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The
Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the
manufacturer on warranty and maintenance issues.
Website.
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s
Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for
regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available
(i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without
written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education)
• Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can
be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5.
• Contact information for order placement, service concerns (warranty and maintenance), problem
reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT,
Energy Star, etc.
Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product)
• List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of
the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine
acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the
Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website,
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Contractor may not make material changes to the website without notifying the Lead State through the ARF process and
receiving written approval of the changes.
Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold
through this Contract on their website. Contractor must provide these certifications and registrations for specific
products to Participating Entities upon request.
EPEAT Registration.
Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement
must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The
Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition
of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is
underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s
CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove
the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must
remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the
Master Agreement.
Third-Party Products.
Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the
warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through
from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota
NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State.
Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured
by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer
Third-Party Products in a Band they have been awarded. For third party products sold by the Contractor that are not
Contractor-branded, the Contractor sells the third-party products with the manufacturer or publisher’s standard
warranty, license, and maintenance “as is”. The Contractor will provide warranty and maintenance call numbers and
assist the customer in engaging the manufacturer on warranty and maintenance issues.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to
represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale
of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party
Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such
limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of
the Master Agreement.
Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty
service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must
make available a list of approved partners for each Participating Entity. Participating Entities must approve specific
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Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity
may be deployed. The Participating Entity will define the process to add and remove partners in their Participating
Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).
Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing
video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are
not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this
Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of
access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's
Products do not contain, include, or utilize components or services supplied by any entity subject to the same.
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under
Section 889 of the National Defense Authorization Act, as amended.
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Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)
CONTROL SET
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
Awarded Bands:
Band 1: Personal Computing Devices (Windows)
Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 14.0%
3 3B-1 Entry Level Tower Servers 14.0%
3 3B-2 Scaleable Datacenter Infrastructure 27.0%
3 3B-3 x86 Premium and Scale-Up Rack Servers 27.0%
3 3B-4 x86 Blades & Synergy 27.0%
3 3B-5 Entry Level Servers & Server Options 20.0%
3 3B-6 Converged Systems 27.0%
3 3B-7 Integrity Solutions 20.0%
3 3B-8 Superdome Servers 30.0%
3 3B-9 Blade Storage 20.0%
3 3B-10 Nimble Storage Arrays 35.0%
3 3B-11 3PAR Storage 35.0%
3 3B-12 Primera Storage 35.0%
3 3B-13 Rack & Power- Related Products 20.0%
3 3B-14 MSA Products 20.0%
3 3B-15 ProLiant SL45X & Apollo Options 20.0%
3 3B-16 MSL & VSL Tape Libraries, Autoloaders and Accessories 20.0%
3 3B-17 D2D StoreOnce, NAS, StoreVirtual and MSAs 20.0%
3 3B-18 Other Datacenter HW & SW 5.0%
3 3B-19 Operating Systems & HW Related Software 0.0%
3 3B-20 Renew/Refurbished Equipment & Spare Parts 0.0%
3 3B-21 Specials/Promotions 1.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.0%
3 3T-1 Third Party Hardware & Services 10.0%
3 3T-2 Third Party Software & Services 5.0%
S-1 General Consulting & Custom SOW 7.0%
S-2 Education & Training Services 16.0%
S-3 Installation & Startup Services 20.0%
S-4 Hardware Mainentance & Services (Excludes Nimble)20.0%
S-5 Software Maintenance & Services (Excludes Nimble)20.0%
S-6 Non-discountable Services 0.0%
S-7 Nimble Hardware/Software Maintenance & Services 5.0%
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Exhibit D: Price Schedule Discount Structure
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
Baseline Price List:Posted on Contractor's dedicated NASPO ValuePoint website
Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Minimum Discount for Band 14.0%
3 3B-1 Entry Level Tower Servers 14.0%
3 3B-2 Scaleable Datacenter Infrastructure 27.0%
3 3B-3 x86 Premium and Scale-Up Rack Servers 27.0%
3 3B-4 x86 Blades & Synergy 27.0%
3 3B-5 Entry Level Servers & Server Options 20.0%
3 3B-6 Converged Systems 27.0%
3 3B-7 Integrity Solutions 20.0%
3 3B-8 Superdome Servers 30.0%
3 3B-9 Blade Storage 20.0%
3 3B-10 Nimble Storage Arrays 35.0%
3 3B-11 3PAR Storage 35.0%
3 3B-12 Primera Storage 35.0%
3 3B-13 Rack & Power- Related Products 20.0%
3 3B-14 MSA Products 20.0%
3 3B-15 ProLiant SL45X & Apollo Options 20.0%
3 3B-16 MSL & VSL Tape Libraries, Autoloaders and Accessories 20.0%
3 3B-17 D2D StoreOnce, NAS, StoreVirtual and MSAs 20.0%
3 3B-18 Other Datacenter HW & SW 5.0%
3 3B-19 Operating Systems & HW Related Software 0.0%
3 3B-20 Renew/Refurbished Equipment & Spare Parts 0.0%
3 3B-21 Specials/Promotions 1.0%
3 3T Third Party Minimum Discount for Band 5.0%
3 3T-1 Third Party Hardware & Services 10.0%
3 3T-2 Third Party Software & Services 5.0%
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Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
All Awarded Bands
1. Per Transaction Multiple Unit Discount(s)
2. Cumulative Discount(s)
3. Other Discount(s)
Additional discount(s) available.
HPE offers additional discounts upon request for large project based purchases or bulk orders.
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase
order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities
conducting a cooperative purchase.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative
purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
HPE will work directly with Purchasing Entities to offer cumulative discounts. These discounts may vary.
HPE may offer multiple unit discounts on a project by project basis. Additional discount percentages to be
calculated at time of purchase.
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Exhibit D: Price Schedule Services
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S-1 General Consulting & Custom SOW 7.0%
S-2 Education & Training Services 16.0%
S-3 Installation & Startup Services 20.0%
S-4 Hardware Mainentance & Services (Excludes Nimble)20.0%
S-5 Software Maintenance & Services (Excludes Nimble)20.0%
S-6 Non-discountable Services 0.0%
S-7 Nimble Hardware/Software Maintenance & Services 5.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
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Exhibit D: Price Schedule Lease Rates
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
All Awarded Bands
Optional: Lease Rates
N/A
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Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement:23008
Contractor Name:Hewlett Packard Enterprise
in 30
in 15, Net 30
in 10, Net 30
Net 30
X
All Awarded Bands
Other (specify):Customers are eligible for prepayment discounts on maintenance
renewal services, excluding maintenance for Nimble products
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Exhibit E: Contractor Terms and Conditions
Attached as Exhibit E is [are] the following Contractor document(s):
• State and Local Government and Education Customer Return Policy; and
• Those policies at the following URLs:
o https://www.hpe.com/us/en/about/end-user-agreement-terms.html
o https://www.hpe.com/us/en/software/licensing.html
These Contractor terms and conditions are being provided for informational purposes only. They are intended to be
negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a
Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are
expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of
a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.
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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.
Page 1 of 2Returns Policy, SLED ver.2, rel. 04.2018
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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 Page 2 of 2 ver.2, rel. 04.2018
DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
AMENDMENT 1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008
Hewlett Packard Enterprise Company (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-03 as follows :
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI)
REPORTING is hereby added to read as follows:
22.GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING
The State of California seeks to realize the potential benefits of GenAI , through
the development and deployment of GenAI tools , while balancing the risks of
these new technologies .
Upon request by an ordering agency , Contractor must complete a GenAI
Reporting and Fact Sheet (STD 1000) to identify if their solution or service
includes , or makes available , any GenAI including , GenAI from third parties or
subcontractors .
During the term of the contract , Contractor must notify the State in writing if their
services or any work under this contract includes , or makes available , any
previously unreported GenAI technology , including GenAI from third parties or
subcontractors . Contractor shall immediately complete the GenAI Reporting and
Factsheet (STD 1000) to notify the State of any new or previously unreported
GenAI technology .
At the direction of the State , Contractor shall discontinue the use of any new or
previously undisclosed GenAI technology that materially impacts functionality , risk
or contract performance , until use of such GenAI technology has been approved
by the State.
Failure to disclose GenAI use to the State and submit the GenAI Reporting and
Factsheet (STD 1000) may be considered a breach of the contract by the State at
its sole discretion and the State may consider such failure to disclose GenAI
and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as
grounds for the immediate termination of the contract. The State is entitled to seek
any and all relief to which it may be entitled to as a result of such non-disclosure.
The State reserves the right to amend the contract , without additional cost , to
incorporate GenAI Special Provisions into the contract at its sole discretion and/or
terminate any contract that presents an unacceptable level of risk to the State .
If Contractor identifies GenAI in their solution , a copy of the STD 1000 must be
submitted to the DGS State Contract Administrator .
Page 1 of 2
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36':,197.<>90&,7%.17'&>'0>8'%+01.1)<>8+#8>/#8'6,#..<>,/3#%87>(90%8,10#.,8<>6,7->
16>%1086#%8>3'6(16/#0%'>908,.>97'>1(>79%+>'0>8'%+01.1)<>+#7>$''0>#3361:'&>
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#%87+''8> >
>/#<>$'>%107,&'6'&>#>$6'#%+>1(>8+'>%1086#%8>$<>8+'> 8#8'>#8>
,87>71.'>&,7%6'8,10>#0&>8+'> 8#8'>/#<>%107,&'6>79%+>(#,.96'>81>&,7%.17'>'0>
#0& 16>(#,.96'>81>79$/,8>8+'>'0> '3168,0)>#0&>#%87+''8> >
>#7>
)6190&7>(16>8+'>,//'&,#8'>8'6/,0#8,10>1(>8+'>%1086#%8> +'> 8#8'>,7>'08,8.'&>81>7''->
#0<>#0&>#..>6'.,'(>81>;+,%+>,8>/#<>$'>'08,8.'&>81>#7>#>6'79.8>1(>79%+>010&,7%.1796'>
+'> 8#8'>6'7'6:'7>8+'>6,)+8>81>#/'0&>8+'>%1086#%8>;,8+198>#&&,8,10#.>%178>81>
,0%16316#8'>'0> 3'%,#.> 61:,7,107>,081>8+'>%1086#%8>#8>,87>71.'>&,7%6'8,10>#0& 16>
8'6/,0#8'>#0<>%1086#%8>8+#8>36'7'087>#0>90#%%'38#$.'>.':'.>1(>6,7->81>8+'> 8#8'>
(>1086#%816>,&'08,(,'7>'0>,0>8+',6>71.98,10>#>%13<>1(>8+'> >
>/978>$'>
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Participating Addendum 7-23-70-55-03
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force
and effect.
IN WITNESS WHEREOF , the parties have executed this Participating Addendum as of
the date of execution by both parties below .
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Hewlett Packard Enterprise Company
Agency Name Contractor Name
Julie
Matthews
Digitally signed by Julie
Matthews
Date: 2024 .10.2518:18:21
-07'00'
10/25/2024 8/20/2024
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento , CA 95605
Address
Authorized Signature Date Signed
Debra Laird , Manager, Contract Negotiationsw
Printed Name/Title of Person Signing
1701 East Mossy Oaks Road
Spring , TX 77389
Address
Page 2 of 2
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