HomeMy WebLinkAbout2022-12-06; City Council; ; Renewal of Palo Alto/WildFire Firewall Maintenance and Licensing with CDW•G LCCCA Review CKM
Meeting Date: Dec. 6, 2022
To: Mayor and City Council
From: Scott Chadwick, City Manager
Staff Contact: Maria Callander, Information Technology Director
maria.callander@carlsbadca.gov, 442-602-2454
Subject: Renewal of Palo Alto/WildFire Firewall Maintenance and Licensing with
CDW•G LCC
Districts: All
Recommended Action
Adopt a resolution authorizing the City Manager to execute documents necessary to procure
Palo Alto/WildFire Firewall maintenance and licensing services through Dec. 30, 2023, from
CDW•G LLC for an amount not to exceed $139,863.
Executive Summary
The city purchases Palo Alto/WildFire Firewall maintenance and licensing for its next generation
firewall and security appliances from CDW•G LLC. These devices provide critical security for the
city’s information technology systems.
The city’s current plan is set to expire on Dec. 29, 2022. The City Council action is required to
obtain a new plan by Carlsbad Municipal Code Section 3.28.060 – Procurement of Professional
Services and Services, which calls for the City Council’s approval for the procurement of
professional services or services for which the cost to the city is more than $100,000 per
agreement year.
Discussion
Palo Alto/WildFire Firewall maintenance and licensing services enables these security devices to
access software updates to detect emerging cyber threats and provides website filtering
capabilities. The maintenance portion allows city IT staff access to government-specific
technical support should any problems occur with these sophisticated devices. The city will
purchase this maintenance and licensing for a one-year term.
The city first purchased Palo Alto firewalls in 2014 for the Police Department only, then
purchased them for the entire city in 2019. CDW•G LLC is the current reseller through which
the city purchases Palo Alto/WildFire Firewall maintenance and licensing plans.
The City Council’s approval for the annual maintenance cost became required two years ago,
when the cost began to exceed $100,000. The cost went up because the technology and the
threats it guards against have become more complex, and the city’s hardware infrastructure
has aged.
Dec. 6, 2022 Item #1 Page 1 of 96
The purchase is to be done under a cooperative purchasing agreement, in compliance with
Carlsbad Municipal Code Section 3.28.100 – Cooperative Purchasing. CDW•G LLC is an
authorized reseller and provides products and technology services under the California Palo
Alto Value Point Data Communications contract (AR3229 7-14-70-47-06))
Section 3.28.100 grants the Purchasing Officer the authority to join with other public or quasi-
public agencies in cooperative purchasing plans or programs for the purchase of goods and
services as determined by the Purchasing Officer to be in the city’s best interest.
The Purchasing Officer may buy directly from a vendor at a price established by another public
agency when the other agency has made its purchase in a competitive manner. The agreement
price was quoted from the previously noted cooperative purchasing agreement
Options
The following options are provided for the City Council’s consideration:
1. Adopt a resolution authorizing the City Manager to execute documents necessary to
procure Palo Alto/WildFire Firewall Maintenance and Licensing through December 30,
2023, from CDW•G LLC.
Pros
• This will enable the IT Department to continue with Palo Alto/WildFire Firewall
maintenance and licensing with the same vendor and provide the city with the
maintenance and licensing services needed to maintain the city’s information
technology infrastructure and computing devices.
Cons
• None identified
2. Do not adopt resolution, allow the maintenance and licensing plan to expire.
Pros
• None identified
Cons
• The city’s Palo Alto/WildFire Firewall Maintenance and Licensing plan will end at
Dec. 29.
• The Information Technology Department will need to contract with another
vendor to provide Palo Alto/WildFire Firewall Maintenance and Licensing
• The city’s Palo Alto/WildFire Firewall Maintenance and Licensing will lapse
• The city’s security devices will not receive updates of emerging threats
3. Direct staff to research other solutions for firewall support and return to the City Council
Pros
• There may be potential for cost savings with other vendors and solutions
Cons
• This option will result in the City’s Palo Alto/WildFire Firewall maintenance and
licensing lapsing
• Unknown support quality of non-Palo Alto/WildFire technical support
Staff recommend Option 1.
Dec. 6, 2022 Item #1 Page 2 of 96
Fiscal Analysis
The one-year cost of the Palo Alto/WildFire Firewall maintenance and licensing with CDW•G
LLC is not to exceed $139,863. Funding is in the approved fiscal year 2022-23 IT Department’s
Operating Budget. Future years’ funding will be requested during the annual budget process.
Next Steps
The City Manager or designee will execute the documents necessary for the purchase of Palo
Alto/WildFire Firewall maintenance and licensing with CDW•G LLC.
Environmental Evaluation
This action does not constitute a project within the meaning of the California Environmental
Quality Act under California Public Resources Code Section 21065 in that it has no potential to
cause either a direct physical change in the environment or a reasonably foreseeable indirect
physical change in the environment.
Public Notification
This item was noticed in keeping with the Ralph M. Brown Act and it was available for public
viewing and review at least 72 hours before the scheduled meeting date.
Exhibits
1. City Council resolution
2. Purchasing Officer memorandum
Dec. 6, 2022 Item #1 Page 3 of 96
RESOLUTION NO. 2022-266
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS
NECESSARY TO PROCURE PALO ALTO/WILDFIRE FIREWALL MAINTENANCE
AND LICENSING SERVICES THROUGH DECEMBER 30, 2023 FROM CDW•G
LLC IN AN AMOUNT NOT TO EXCEED $139,863
WHEREAS, the City of Carlsbad has firewall and network security devices that require annual
maintenance and licensing to support effective operations, and Palo Alto/WildFire Firewall
maintenance and licensing services is one of the products that helps to meet this need; and
WHEREAS, the City of Carlsbad currently purchases Palo Alto/WildFire Firewall maintenance
and licensing services on an annual basis; and
WHEREAS, CDW•G LLC, an authorized Palo Alto/WildFire Firewall reseller, provides
maintenance and licensing services for information technology infrastructure and computing devices
under the California Palo Alto NASPO Value Point Data Communications -AR3229 (AR3229 7-14-70-
47-06) contract; and
WHEREAS, under Carlsbad Municipal Code 3.28.100 -Cooperative Purchasing, the Purchasing
Officer has the authority to join with other public agencies for the purchase of goods or services when
it is in the best interest of the city; and
WHEREAS, the Purchasing Officer has reviewed the purchase and agrees the purchase is in the
best interest of the city; and
WHEREAS, the budget to procure the maintenance and support services is available in the
Information Technology Department's fiscal year 2022-23 Operating Budget; and
WHEREAS, the funding for future years' maintenance and support services will be considered
on an annual basis in the Information Technology Department's annual budget requests.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.The above recitations are true and correct.
2.The City Manager, or a designee, is authorized to execute all required documents
necessary to procure Palo Alto/WildFire Firewall maintenance and licensing services
through December 30, 2023 from CDW•G LLC. in amount not to exceed $139,863
as reflected in Attachments A through A-3.
Exhibit 1
Dec. 6, 2022 Item #1 Page 4 of 96
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 6th day of December, 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Norby.
None.
Hall.
MATT HALL, Mayor
for
� � FAVIOLA MEDINA, City Clerk Services Manager
(SEAL)
Dec. 6, 2022 Item #1 Page 5 of 96
Hardware Software Services IT Solutions Brands Research Hub
Review and Complete Purchase
Thank you for choosing CDW. We have received your quote.
KEVIN BELEW,
Thank you for considering CDWG for your technology needs. The details of your quote are below. If
you are an eProcurement or single sign on customer, please log into your system to access
the CDW site. You can search for your quote to retrieve and transfer back into your system for
processing.
For all other customers, click below to convert your quote to an order.
Convert Quote to Order
QUOTE #QUOTE DATE QUOTE REFERENCE CUSTOMER #GRAND TOTAL
NBLW940 10/20/2022 PALO RNWL 6387665 $139,863.00
QUOTE DETAILS
ITEM QTY CDW#UNIT PRICE EXT. PRICE
Palo Threat Prevention for PA-220 - subscription license renewal (1 year) -1 4594193 $125.00 $125.00
Mfg. Part#: PAN-PA-220-TP-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
WildFire for PA-5250 for High Availability - subscription license renewal (1 5023123 $14,337.00 $14,337.00
Mfg. Part#: PAN-PA-5250-WF-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Advanced URL Filtering - subscription license renewal (1 1 6739276 $250.00 $250.00
Mfg. Part#: PAN-PA-220-ADVURL-HA2-R
Electronic distribution - NO MEDIA
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Advanced URL Filtering - subscription license renewal (1 1 6782673 $20,500.00 $20,500.00
Mfg. Part#: PAN-PA-5250-ADVURL-HA2-R
Electronic distribution - NO MEDIA
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo GlobalProtect Gateway for PA-220 - subscription license renewal (1 yea 1 5020519 $125.00 $125.00
Mfg. Part#: PAN-PA-220-GP-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Premium Support - extended service agreement (renewal) -1 5475741 $207.00 $207.00
Attachment "A"
Dec. 6, 2022 Item #1 Page 6 of 96
Page 2 of 4
QUOTE DETAILS (CONT.)
Mfg. Part#: PAN-SVC-PREMUSG-220-R
UNSPSC: 81111811
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Threat Prevention for PA-220 - subscription license renewal (1 year) -1 4594193 $125.00 $125.00
Mfg. Part#: PAN-PA-220-TP-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
WildFire for PA-5250 for High Availability - subscription license renewal (1 5023123 $14,337.00 $14,337.00
Mfg. Part#: PAN-PA-5250-WF-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
WildFire for PA-220 - subscription license renewal (1 year) - 1 device in H 1 4731637 $125.00 $125.00
Mfg. Part#: PAN-PA-220-WF-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Advanced URL Filtering - subscription license renewal (1 1 6739276 $250.00 $250.00
Mfg. Part#: PAN-PA-220-ADVURL-HA2-R
Electronic distribution - NO MEDIA
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Premium Support - extended service agreement (renewal) -1 5872138 $19,822.00 $19,822.00
Mfg. Part#: PAN-SVC-PREMUSG-5250-R
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
WildFire for PA-220 - subscription license renewal (1 year) - 1 device in H 1 4731637 $125.00 $125.00
Mfg. Part#: PAN-PA-220-WF-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Threat Prevention for PA-5250 - subscription license renewal (1 year)1 5023116 $14,337.00 $14,337.00
Mfg. Part#: PAN-PA-5250-TP-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Premium Support - extended service agreement (renewal) -1 5475741 $207.00 $207.00
Mfg. Part#: PAN-SVC-PREMUSG-220-R
UNSPSC: 81111811
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Threat Prevention for PA-5250 - subscription license renewal (1 year)1 5023116 $14,337.00 $14,337.00
Mfg. Part#: PAN-PA-5250-TP-HA2-R
UNSPSC: 43233204
Dec. 6, 2022 Item #1 Page 7 of 96
Page 3 of 4
QUOTE DETAILS (CONT.)
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Premium Support - extended service agreement (renewal) -1 5475741 $207.00 $207.00
Mfg. Part#: PAN-SVC-PREMUSG-220-R
UNSPSC: 81111811
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo GlobalProtect Gateway for PA-220 - subscription license renewal (1 yea 1 5020519 $125.00 $125.00
Mfg. Part#: PAN-PA-220-GP-HA2-R
UNSPSC: 43233204
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Premium Support - extended service agreement (renewal) -1 5872138 $19,822.00 $19,822.00
Mfg. Part#: PAN-SVC-PREMUSG-5250-R
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229 7-14-7047-06)
Palo Alto Networks Advanced URL Filtering - subscription
license renewal (1
1 6782673 $20,500.00 $20,500.00
Mfg. Part#: PAN-PA-5250-ADVURL-HA2-R
Electronic distribution - NO MEDIA
Contract: California Palo Alto NVP Data Com - AR3229 (AR3229
7-14-7047-06)
These services are considered Third Party Services, and this purchase is subject to CDWs Third Party Cloud Services Terms and Conditions,
unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such
other written agreement.
The third-party Service Provider will provide these services directly to you pursuant to the Service Providers standard terms and conditions or
such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW, will be responsible to you for
delivery and performance of these services. Except as otherwise set forth in the Service Providers agreement, these services are
non-cancellable, and all fees are non-refundable.
SUBTOTAL $139,863.00
SHIPPING $0.00
SALES TAX $0.00
GRAND TOTAL $139,863.00
PURCHASER BILLING INFO DELIVER TO
Billing Address:
CITY OF CARLSBADACCOUNTS PAYABLE1635 FARADAY AVECARLSBAD, CA 92008-7314Phone: (760) 602-2400
Payment Terms: Net 30 Days-Govt State/Local
Shipping Address:CITY OF CARLSBADKEVIN BELEW1635 FARADAY AVECARLSBAD, CA 92008-7314Phone: (760) 602-2400
Shipping Method: DROP SHIP-GROUND
Please remit payments to:
CDW Government
75 Remittance DriveSuite 1515Chicago, IL 60675-1515
Dec. 6, 2022 Item #1 Page 8 of 96
-------
Page 4 of 4
Sales Contact Info
Jeff Butchko | (877) 853-0557 | jeffbut@cdwg.com
Need Help?
My Account Support Call 800.800.4239
About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW’s Terms and Conditions of Sales and Service Projects at
http://www.cdwg.com/content/terms-conditions/product-sales.aspx
For more information, contact a CDW account manager
' 2022 CDWG LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239
Dec. 6, 2022 Item #1 Page 9 of 96
I ■
Attachment A-1
Dec. 6, 2022 Item #1 Page 10 of 96
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7 .. 20-70-47-06
DATA COMMUNICATIONS
Utah NASPO ValuePoint Master Agreement Number AR3229
Palo Alto Networks, Inc. (Contractor)
This Participating Addendum Number 7-20-70-47-06 is entered into between the state
of California, Depart~ent of General Services {hereafter referred to as "State" or "DGS")
and Palo Alto Networks, Inc. (hereafter referred to as "Contractor'') under the lead state
of Utah NASPO ValuePoint Master Agreement Number AR3229.
1. SCOPE
A. This Participating Addendum covers the purchase of Data Communications
products and associated services under the Utah NASPO ValuePoint Master
Agreement. The Utah NASPO ValuePoint Master Agreement Number AR3229 is
hereby incorporated by reference. Product/service categories included under
· this Participating Addendum are identified in Section 5 (Available Products and
Services).
B. This Participating Addendum is available for use by California state agencies and
local governments. A local government is defined as any city, county, city and
countwdistrict; or other local governmental body, school district or corporation
empowered to expend public funds. The State Agency Listing
(https://www.ca.gov/agenciesall/) provides a comprehensive list of state
agencies.
C. Each local government is to make its ow:n determination whether this
Participating Addendum and the Utah NASPO ValuePoint Master Agreement are
consistent with its procurement policies and regulations.
2. TERM
·. A The term of this Participating Addendum shall begin June 1, 2020, or upon signature
. approv~J by the State, whichever is later and will end September 30, 2024, or upon
tennitiition by the State, whichever occurs first.
~ .--·. . . -
B. Lead State amendments to extend the NASPO ValuePoint Master Agreement
term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written
amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this
Participating Addendum. However, delivery of products or completion of services
may be after the Participating Addendum expiration date.
Page 1 of 8
Dec. 6, 2022 Item #1 Page 11 of 96
Participating Addendum 7-20-70-47-06
3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and
made a part of this Participating Addendum as if attached herein and shall apply
to the purchase of goods or services made under this Participating Addendum.
1) General Provisions -Information Technology (GSPD-401 IT) effective
9/5/2014. This document can be viewed on the DGS Procurement Division
website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procu rement-
Division-Resources-List-F older/Model-Contract-Language).
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions
which constitute this agreement, the following descending order of precedence
shall apply:
1) California Participating Addendum Number 7-20-70-47-06
2) Utah NASPO ValuePoint Master Agreement Number AR3229
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service categories are listed in the Utah NASPO
ValuePoint Master Agreement AR3229:
1) Category 1.3 Routers, Switches, Security, and Storage Networking
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. The following product and service offerings are prohibited under this Participating
Addendum.
1) Leasing
2) Cloud solutions
These restrictions are not applicable to local governments.
B. Products and services that are available on the California Network and
Telecommunic.ations (CALNET) Program and mandatory California statewide
contracts cannot be purchased from this Participating Addendum by non-exempt
state agencies without an exemption.
State agencies are responsible for contacting the California Department of
Technology (CDT) for CALNET contract exemptions and the DGS Procurement
Division for mandatory statewide contract exemptions in accordance with the
published User Instructions prior to issuing a purchase order.
This restriction is not applicable to local governments.
Page 2 of 8
Dec. 6, 2022 Item #1 Page 12 of 96
Participating Addendum 7-20-70-47-06
C. Services that fall within the definition of "public works" as defined in Public
Contract Code, Section 1101 and Labor Code Section 1720 are disallowed under
this cooperative agreement and must be procured by alternate means.
This restriction is not applicable to local governments.
7. PRICING
Contractor is responsible for maintaining a current price list of available products and
services on the NASPO ValuePoint Data Communications 2019-2026 website.
8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating
Addendum for sales and service functions as defined herein.
1) Authorized Resellers must accept purchase orders and accept payment
from ordering agencies for products and services offered under this
Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase
orders and invoices to the Contractor for compliance with quarterly usage
reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the
Participating Addendum Number and Contractor Name.
B. Contractor shall be responsible for successful performance and compliance with
all requirements in accordance with the terms and conditions under this
Participating Addendum, even if work is performed by Authorized Resellers. All
State policies, guidelines, and requirements shall apply to Authorized Resellers,
C. Contractor will be the sole point of contact with regard to Participating Addendum
contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a
quarterly basis during the term of the contract. Contractors shall notify the State
of any deleted Authorized Resellers or changes to current Authorized Resellers'
contact information in writing at any time during the contract term.
E. Contractor will be required to submit Authorized Reseller requests, in a format
specified by the State, to the State Contract Administrator for approval.
F. State-approved Authorized Resellers will be posted on the State's Cal eProcure
website.
Page 3 of 8
Dec. 6, 2022 Item #1 Page 13 of 96
Participating Addendum 7-20-70-47-06
9. SUBCONTRACTORS
The Contractor shall perform the work contemplated with resources available within
its own organization and no portion of the work shall be subcontracted.
10.ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is
optional.
B. State agencies and local governments must follow the ordering procedures
outlined within the User Instructions guide, administered by the State Contract
Administrator, to execute orders against this Participating Addendum. User
Instructions are posted on the State's Cal eProcure website.
11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product
categories in the California Department of Resources Recycling and Recovery's
State Agency Buy Recycled Campaign (SABRC) per Public Contract Code
sections 12200-12217.
B. Contractor will be required to complete and return a Recycled-Content
Certification form (https://www.calrecycle.ca.gov/contracts/forms) upon request
by a state agency.
12. DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated
between ordering agency and contractor and included in the purchase order, or
as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. Free On Board (F.0.8.) Destination to the ordering agency's receiving point.
13.INVOICING AND PAYMENT
A. Payment terms for this Participating Addendum are net 45 days. Payment will be
made in accordance with IT General Provisions Paragraph 30 (Required
Payment Date).
B. Invoices shall be sent to the address identified in the ordering agency's purchase
order. The State Participating Addendum Number and ordering agency
purchase order number shall appear on each invoice for all purchases placed
under this Participating Addendum.
C. Contractor does not accept the State of California credit card (CAL-Card) for
payment of invoices.
Page 4 of 8
Dec. 6, 2022 Item #1 Page 14 of 96
Participating Addendum 7 -20-70-47-06
14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract
Administrator for all California entity purchases using the report template
attached hereto as Attachment A. The report is due even when there is no
activity.
B. The DGS Contract Administrator reserves the right to modify Attachment A and
require Contractor to provide additional order information during the course of
this Agreement.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS
Cooperatives·mailbox (PDCooperatives@dgs.ca.gov).
D. Any report that does not follow the required format or that excludes information
will be deemed incomplete. Contractor will be responsible for submitting
corrected reports within five business days of the date of written notification from
the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows:
Reportillg Period
...
Due Date . . .
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis
shall constitute grounds for suspension of this contract.
H. Time extensions may be approved only if all due reports have been submitted to
the State.
15.ADMINISTRATIVE FEE
A. Contractor shall submit a check, payable to the State of California, remitted to the
Cooperative Agreement Unit for the calculated amount equal to 1.25% of the
sales for the quarterly period.
B, Contractor must include the Participating Addendum Number on the check.
Those checks submitted to the State without the Participating Addendum
Number will be returned to Contractor for additional identifying information.
Page 5 of 8
Dec. 6, 2022 Item #1 Page 15 of 96
Participating Addendum 7-20-70-47-06
C. Administrative fee checks shall be submitted to:
State of California .
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's
NASPO ValuePoint Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders
or service contracts from a purchasing entity.
G. Administrative fee checks are due for each quarter as follows:
Reporting Period .. ·· ... · · ... DueDate
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis
shall constitute grounds for suspension of this contract.
16. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall
be as follows:
Contractor · Co11.tract JVlanager
Name: Regina Acheampong
Phone: (669) 261-5126
Email racheamgon@.ga loaltonetworks .com
Address: Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, CA 95054
Page 6 of 8
Dec. 6, 2022 Item #1 Page 16 of 96
Participating Addendum 7-20-70-47-06
B. The State Contract Administrator for this Participating Addendum shall be as
follows:
. ·. State Contract Administrator
Name: Julie Matthews
Phone: (916) 375-4612
Email Julie.Matthews@dgs.ca.gov
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide
written notice with updated information no later than ten business days after the
change.
17.TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior
written notice to the Contractor. Upon termination or other expiration of this
Participating Addendum, each party will assist the other party in orderly termination
of the Participating Addendum and the transfer of all assets, tangible and intangible,
as may facilitate the orderly, non-disrupted business continuation of each party.
This provision shall not relieve the Contractor of the obligation to perform under any
purchase order or other similar ordering document executed prior to the termination
becoming effective.
18.AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be
valid unless made in writing, signed by the parties and approved as required. No
oral understanding or agreement not incorporated in the Participating Addendum is
binding on any of the parties.
19.AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits
and/or amendments, set forth the entire agreement between the parties with
respect to the subject matter of all previous communications, representations or
agreements, whether oral or written, with respect to the subject matter hereof.
Terms and conditions inconsistent with, contrary or in addition to the terms and
conditions of this Participating Addendum and the Master Agreement, together
with its exhibits and/or amendments, shall not be added to or incorporated into
this Participating Addendum or the Master Agreement and its exhibits and/or
Page 7 of 8
Dec. 6, 2022 Item #1 Page 17 of 96
Participating Addendum 7-20-7047-06
amendments, by any subsequent purchase order or otherwise, and any such
attempts to add or incorporate such terms and conditions are hereby rejected.
The terms and conditions of this Participating Addendum and the Master
Agreement and its exhibits and/or amendments shall prevail and govern in the
case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services
as on the Utah NASPO ValuePoint Master Agreement Number AR3229, at prices
equal to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum
as of the date of execution by both parties below.
STATE OF CALIFORNIA
General Services
~~, A
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(J'!;;-{ SN9 /207-4:i ·
Date Signed
__ JdJ:1Lt:t:ld-:;{_f/oll~12J.,, ~T~~,-:flL.
Printed Name'/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address
CONTRACTOR
Melinda Thompson, Deputy General Counsel and VP
Printed Name/Title of Person Signing
3000 Tannery Way
Santa Clara, CA 95054
Address
Page 8 of 8
7
Dec. 6, 2022Item #1 Page 18 of 96ATTACHMENT A
Usage Report: Data Communications (2019-2026)
Contract Number:
Contractor:
Reporting Period:
Report Value:
Administrative Fee:
Extendetl Index
State/Local .· Purchase Order I Service Manufacturer· List Contract Contract Date/ Ordering Agency Name Order Date • Category Part Ni.Imber I Item Description" .Quantity Price Paid s11end
,"
Contract Number ·. Price/MSRP UilitPrice Catalog ", · (OEM#)/ · (QUantityx Version . •·· ". · .. . UnitPriceY
Page 1 of 2
Dec. 6, 2022Item #1 Page 19 of 96-------------·------------------------------
ATTACHMENT A
Usage Report: Data Communications (2019-2026)
Template Key
Contract Number: Partieieating Addendum Number
Contractor. Contractor Name
Reporting Period: Reeorting Quarter
Report Value: Tota! Sales for Reeorting Period
Administrative Fee: 1.25% of Total Sales
Column
Number
Column Service.Contract ..
Par:tNum.ber Name · Number . (OEM#) Price Price Paid ·version
D2cripfion . stale Agency or Local Identify Ordering agency's Date the category for each line Manufacturer's Information about Quarrtity An This is the price Total Price ( Price or
Government name as ordering unique purchase order ordering item (commodity/ unique commodity/service purchased independently paid for given line QuantiiyX catalog
described on the agency as a or service contract agency placed service) that includes identifier for purchased. Narrative for each line ver1fiable item. Contract Uni! effective date.
purchase document "State" or number associated !he order. Contractor respective the line item. should be descriptive item. All public price Price); Helps DGS
"Local with item(s) percent discount Off enough to vaITdate returned (MSRP) ( Column Hx track index
Government" purchased. MSRP. consistency with the items are available to the Column J J price changes
entity, as category/ Group ID reported as general public. (historical
applicable. This identifier should stated in Column E a negattve frame of
match the Category number. When reference)
provided in the For service providing
Contractor's Master contracts, usage reports,
Agreement. identify term !his information
in months. should reflect
list prices a!
·time of order.
Variable Dale/ Fonnat Text Text Variable Characters Date Variable Characters Character Variable Character Number Currency Currency Currency Variable
Character
Exarii'{Jf'I Department of General State 2832820 4130/2013 1.2 ISINK34 Application Services $55.00 $48.95 $48.95 7/1912012 Services
Example Department of General State 2832820 4/30/2013 1.2 M1000 3-year Maintenance $300 $27D.00 $810.00 7/19/2012 Services
Ex,imp!e Department of General State 2832820 4130/2013 1.3 IS330AJ + 1-year Maintenance $48,00 $24.96 $898.56 7/19/2012 Services SP10
Page 2 of 2
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 1 of 29
1.Definitions: Unless otherwise specified in the Statement of Work, the following terms shall be
given the meaning shown, unless context requires otherwise.
“Acceptance Tests” means those tests performed during the Performance period which
are intended to determine compliance of Equipment and Software with the specifications
and all other Attachments incorporated herein by reference and to determine the reliability
of the Equipment.
“Application Program” means a computer program which is intended to be executed for
the purpose of performing useful work for the user of the information being processed.
Application programs are developed or otherwise acquired by the user of the
Hardware/Software system, but they may be supplied by the Contractor.
“Attachment” means a mechanical, electrical, or electronic interconnection to the
Contractor-supplied Machine or System of Equipment, manufactured by other than the
original Equipment manufacturer that is not connected by the Contractor.
“Business entity” means any individual, business, partnership, joint venture,
corporation, S-corporation, limited liability company, sole proprietorship, joint stock
company, consortium, or other private legal entity recognized by statute.
“Buyer” means the State’s authorized contracting official.
“Commercial Hardware” means Hardware developed or regularly used that: (i) has
been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease,
or license to the general public; (iii) has not been offered, sold, leased, or licensed to the
public but will be available for commercial sale, lease, or license in time to satisfy the
delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or
(iii) above and would require only minor modifications to meet the requirements of this
Contract.
“Commercial Software” means Software developed or regularly used that: (i) has been
sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or
license to the general public; (iii) has not been offered, sold, leased, or licensed to the
public but will be available for commercial sale, lease, or license in time to satisfy the
delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or
(iii) above and would require only minor modifications to meet the requirements of this
Contract.
“Contract” means this Contract or agreement (including any purchase order), by
whatever name known or in whatever format used.
“Custom Software” means Software that does not meet the definition of
Commercial Software.
“Contractor” means the Business Entity with whom the State enters into this Contract.
Contractor shall be synonymous with “supplier”, “vendor” or other similar term.
“Data Processing Subsystem” means a complement of Contractor furnished individual
Machines, including the necessary controlling elements (or the functional equivalent),
Operating Software and Software, if any, which are acquired to operate as an integrated
group, and which are interconnected entirely by Contractor supplied power and/or signal
Attachment A-2
Dec. 6, 2022 Item #1 Page 20 of 96
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 2 of 29
cables, e.g., direct access controller and drives, a cluster of terminals with their controller,
etc.
“Data Processing System (System)” means the total complement of Contractor-
furnished Machines, including one or more central processors (or instruction processors),
Operating Software which are acquired to operate as an integrated group.
“Deliverables” means Goods, Software, Information Technology, telecommunications
technology, Hardware, and other items (e.g., reports) to be delivered pursuant to this
Contract, including any such items furnished incident to the provision of services.
“Designated CPU(s)” means for each product, if applicable, the central processing unit
of the computers or the server unit, including any associated peripheral units. If no
specific “Designated CPU(s)” are specified on the Contract, the term shall mean any and
all CPUs located at the site specified therein.
“Documentation” means manuals and other printed materials necessary or useful to the
State in its use or maintenance of the Equipment or Software provided hereunder.
Manuals and other printed materials customized for the State hereunder constitute Work
Product if such materials are required by the Statement of Work.
“Equipment” is an all-inclusive term which refers either to individual Machines or to a
complete Data Processing System or Subsystem, including its Hardware and Operating
Software (if any).
“Equipment Failure” is a malfunction in the Equipment, excluding all external factors,
which prevents the accomplishment of the Equipment’s intended function(s). If microcode
or Operating Software residing in the Equipment is necessary for the proper operation of
the Equipment, a failure of such microcode or Operating Software which prevents the
accomplishment of the Equipment’s intended functions shall be deemed to be an
Equipment Failure.
“Facility Readiness Date” means the date specified in the Statement of Work by which
the State must have the site prepared and available for Equipment delivery and
installation.
“Goods” means all types of tangible personal property, including but not limited to
materials, supplies, and Equipment (including computer and telecommunications
Equipment).
“Hardware” usually refers to computer Equipment and is contrasted with Software. See
also Equipment.
“Installation Date” means the date specified in the Statement of Work by which the
Contractor must have the ordered Equipment ready (certified) for use by the State.
“Information Technology” includes, but is not limited to, all electronic technology
systems and services, automated information handling, System design and analysis,
conversion of data, computer programming, information storage and retrieval,
telecommunications which include voice, video, and data communications, requisite
System controls, simulation, electronic commerce, and all related interactions between
people and Machines.
Dec. 6, 2022 Item #1 Page 21 of 96
I)
m)
n)
o)
p)
q)
r)
s)
t)
u)
v)
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 3 of 29
“Machine” means an individual unit of Data Processing System or Subsystem,
separately identified by a type and/or model number, comprised of but not limited to
mechanical, electro-mechanical, and electronic parts, microcode, and special features
installed thereon and including any necessary Software, e.g., central processing unit,
memory module, tape unit, card reader, etc.
“Machine Alteration” means any change to a Contractor-supplied Machine which is not
made by the Contractor, and which results in the Machine deviating from its physical,
mechanical, electrical, or electronic (including microcode) design, whether or not
additional devices or parts are employed in making such change.
“Maintenance Diagnostic Routines” means the diagnostic programs customarily used
by the Contractor to test Equipment for proper functioning and reliability.
“Manufacturing Materials” means parts, tools, dies, jigs, fixtures, plans, drawings, and
information produced or acquired, or rights acquired, specifically to fulfill obligations set
forth herein.
“Mean Time Between Failure (MTBF)” means the average expected or observed time
between consecutive failures in a System or component.
“Mean Time to Repair (MTTR)” means the average expected or observed time required
to repair a System or component and return it to normal operation.
“Operating Software” means those routines, whether or not identified as Program
Products, that reside in the Equipment and are required for the Equipment to perform its
intended function(s), and which interface the operator, other Contractor-supplied
programs, and user programs to the Equipment.
“Operational Use Time” means for performance measurement purposes, that time
during which Equipment is in actual operation by the State. For maintenance Operational
Use Time purposes, that time during which Equipment is in actual operation and is not
synonymous with power on time.
“Period of Maintenance Coverage” means the period of time, as selected by the State,
during which maintenance services are provided by the Contractor for a fixed monthly
charge, as opposed to an hourly charge for services rendered. The Period of
Maintenance Coverage consists of the Principal Period of Maintenance and any
additional hours of coverage per day, and/or increased coverage for weekends and
holidays.
“Preventive Maintenance” means that maintenance, performed on a scheduled basis by
the Contractor, which is designed to keep the Equipment in proper operating condition.
“Principal Period of Maintenance” means any nine consecutive hours per day (usually
between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an
official meal period not to exceed one hour, Monday through Friday, excluding holidays
observed at the installation.
“Programming Aids” means Contractor-supplied programs and routines executable on
the Contractor’s Equipment which assists a programmer in the development of
applications including language processors, sorts, communications modules, data base
Dec. 6, 2022 Item #1 Page 22 of 96
w)
x)
y)
z)
aa)
bb)
cc)
dd)
ee)
ff)
gg)
hh)
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 4 of 29
management systems, and utility routines (tape-to-disk routines, disk-to-print routines,
etc.).
“Program Product” means programs, routines, subroutines, and related items which are
proprietary to the Contractor and which are licensed to the State for its use, usually on the
basis of separately stated charges and appropriate contractual provisions.
“Remedial Maintenance” means that maintenance performed by the Contractor which
results from Equipment (including Operating Software) failure, and which is performed as
required, i.e., on an unscheduled basis.
“Software” means an all-inclusive term which refers to any computer programs, routines,
or subroutines supplied by the Contractor, including Operating Software, Programming
Aids, Application Programs, and Program Products.
“Software Failure” means a malfunction in the Contractor-supplied Software, other than
Operating Software, which prevents the accomplishment of work, even though the
Equipment (including its Operating Software) may still be capable of operating properly.
For Operating Software failure, see definition of Equipment Failure.
“State” means the government of the State of California, its employees, and authorized
representatives, including without limitation any department, agency, or other unit of the
government of the State of California.
“System” means the complete collection of Hardware, Software, and services as
described in this Contract, integrated and functioning together, and performing in
accordance with this Contract.
“U.S. Intellectual Property Rights” means intellectual property rights enforceable in the
United States of America, including without limitation rights in trade secrets, copyrights,
and U.S. patents.
2. CONTRACT FORMATION:
If this Contract results from a sealed bid offered in response to a solicitation conducted
pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section
12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public
Contract Code (PCC), then Contractor’s bid is a firm offer to the State which is accepted
by the issuance of this Contract and no further action is required by either party.
If this Contract results from a solicitation other than described in paragraph a), above, the
Contractor’s quotation or proposal is deemed a firm offer and this Contract document is
the State’s acceptance of that offer.
If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each
such joint Contractor will be jointly and severally liable for the performance of the entire
Contract. The State assumes no responsibility or obligation for the division of orders or
purchases among joint Contractors.
3. COMPLETE INTEGRATION: This Contract, including any documents incorporated herein by
express reference, is intended to be a complete integration and there are no prior or
contemporaneous different or additional agreements pertaining to the subject matter of the
Contract.
Dec. 6, 2022 Item #1 Page 23 of 96
ii)
jj)
kk)
II)
mm)
nn)
oo)
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b)
c)
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 5 of 29
4. SEVERABILITY: The Contractor and the State agree that if any provision of this Contract is
found to be illegal or unenforceable, such term or provision shall be deemed stricken and the
remainder of the Contract shall remain in full force and effect. Either party having knowledge of
such term or provision shall promptly inform the other of the presumed non-applicability of
such provision.
5. INDEPENDENT CONTRACTOR: Contractor and the agents and employees of the Contractor,
in the performance of this Contract, shall act in an independent capacity and not as officers or
employees or agents of the State.
6. APPLICABLE LAW: This Contract shall be governed by and shall be interpreted in
accordance with the laws of the State of California; venue of any action brought with regard to
this Contract shall be in Sacramento County, Sacramento California. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Contract.
7. COMPLIANCE WITH STATUTES AND REGULATIONS:
The State and the Contractor warrants and certifies that in the performance of this
Contract, it will comply with all applicable statutes, rules, regulations and orders of the
United States and the State of California. The Contractor agrees to indemnify the State
against any loss, cost, damage, or liability by reason of the Contractors violation of this
provision.
The State will notify the Contractor of any such claim in writing and tender the defense
thereof within a reasonable time; and
The Contractor will have sole control of the defense of any action on such claim and all
negotiations for its settlement or compromise; provided that (i) when substantial principles
of government or public law are involved, when litigation might create precedent affecting
future State operations or liability, or when involvement of the State is otherwise
mandated by law, the State may participate in such action at its own expense with respect
to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability
on the State, affect principles of California government or public law, or impact the
authority of the State, the Department of General Services will have the right to approve
or disapprove any settlement or compromise, which approval will not unreasonably be
withheld or delayed and (iii) the State will reasonably cooperate in the defense and in any
related settlement negotiations.
If this Contract is in excess of $554,000, it is subject to the requirements of the World
Trade Organization (WTO) Government Procurement Agreement (GPA).
To the extent that this Contract falls within the scope of Government Code Section 11135,
the Contractor hereby agrees to respond to and resolve any complaint brought to its
attention, regarding accessibility of its products or services.
8. CONTRACTOR’S POWER AND AUTHORITY: The Contractor warrants that it has full power
and authority to grant the rights herein granted and will hold the State harmless from and
against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of
any breach of this warranty. Further, the Contractor avers that it will not enter into any
Dec. 6, 2022 Item #1 Page 24 of 96
a)
b)
c)
d)
e)
GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 6 of 29
arrangement with any third-party which might abridge any rights of the State under this
Contract.
The State will notify the Contractor of any such claim in writing and tender the defense
thereof within a reasonable time; and
The Contractor will have sole control of the defense of any action on such claim and all
negotiations for its settlement or compromise; provided that (i) when substantial principles
of government or public law are involved, when litigation might create precedent affecting
future State operations or liability, or when involvement of the State is otherwise
mandated by law, the State may participate in such action at its own expense with respect
to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability
on the State, affect principles of California government or public law, or impact the
authority of the State, the Department of General Services will have the right to approve
or disapprove any settlement or compromise, which approval will not unreasonably be
withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any
related settlement negotiations.
9. ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part
without the written consent of the State. The State’s consent shall not be unreasonably
withheld or delayed. For the purpose of this paragraph, the State will not unreasonably prohibit
the Contractor from freely assigning its right to payment, provided that the Contractor remains
responsible for its obligations hereunder.
10. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on any
occasion, to enforce any right or provision of the Contract, shall not be construed to be a
waiver by the State of its rights hereunder and shall not prevent the State from enforcing such
provision or right on any future occasion. The rights and remedies of the State herein are
cumulative and are in addition to any other rights or remedies that the State may have at law
or in equity.
11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles,
attachments, specifications, or provisions which constitute this Contract, the following order of
precedence shall apply:
These General Provisions – Information Technology (In the instances provided herein
where the paragraph begins: “Unless otherwise specified in the Statement of Work”
provisions specified in the Statement of Work replacing these paragraphs shall take
precedence over the paragraph referenced in these General Provisions);
Contract form, i.e., Purchase Order STD 65, Standard Agreement STD 213, etc., and any
amendments thereto;
Other Special Provisions;
Statement of Work, including any specifications incorporated by reference herein;
Cost worksheets; and
All other attachments incorporated in the Contract by reference.
Dec. 6, 2022 Item #1 Page 25 of 96
a)
b)
a)
b)
c)
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e)
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GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 7 of 29
12. PACKING AND SHIPMENT:
All Goods are to be packed in suitable containers for protection in shipment and storage,
and in accordance with applicable specifications. Each container of a multiple container
shipment shall be identified to:
i. show the number of the container and the total number of containers in the
shipment; and
ii. the number of the container in which the packing sheet has been enclosed.
All shipments by the Contractor or its subcontractors must include packing sheets
identifying: the State’s Contract number; item number; quantity and unit of measure; part
number and description of the Goods shipped; and appropriate evidence of inspection, if
required. Goods for different Contracts shall be listed on separate packing sheets.
Shipments must be made as specified in this Contract, as it may be amended, or
otherwise directed in writing by the State’s Transportation Management Unit within the
Department of General Services, Procurement Division.
13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery,
drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of
bonds, or for any other purpose will be paid by the State unless expressly included and
itemized in the Contract.
The Contractor must strictly follow Contract requirements regarding Free on Board
(F.O.B.), freight terms and routing instructions. The State may permit use of an alternate
carrier at no additional cost to the State with advance written authorization of the Buyer.
If “prepay and add” is selected, supporting freight bills are required when over $50, unless
an exact freight charge is approved by the Transportation Management Unit within the
Department of General Services Procurement Division and a waiver is granted.
On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be
received by the State in a damaged condition and any related freight loss and damage
claims filed against the carrier or carriers be wholly or partially declined by the carrier or
carriers with the inference that damage was the result of the act of the shipper such as
inadequate packaging or loading or some inherent defect in the Equipment and/or
material, the Contractor, on request of the State, shall at Contractor's own expense assist
the State in establishing carrier liability by supplying evidence that the Equipment and/or
material was properly constructed, manufactured, packaged, and secured to withstand
normal transportation conditions.
14. DELIVERY: The Contractor shall strictly adhere to the delivery and completion schedules
specified in this Contract. Time, if stated as a number of days, shall mean calendar days
unless otherwise specified. The quantities specified herein are the only quantities required. If
the Contractor delivers in excess of the quantities specified herein, the State shall not be
required to make any payment for the excess Deliverables and may return them to Contractor
at the Contractor’s expense or utilize any other rights available to the State at law or in equity.
Dec. 6, 2022 Item #1 Page 26 of 96
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b)
c)
a)
b)
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GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 8 of 29
15. SUBSTITUTIONS: Substitution of Deliverables may not be tendered without advance written
consent of the Buyer. The Contractor shall not use any specification in lieu of those contained
in the Contract without written consent of the Buyer.
16. INSPECTION, ACCEPTANCE AND REJECTION: Unless otherwise specified in the
Statement of Work:
When acquiring Commercial Hardware or Commercial Software, the State shall rely on
Contractor’s existing quality assurance system as a substitute for State inspection and
testing. For all other acquisitions, Contractor and its subcontractors will provide and
maintain a quality assurance system acceptable to the State covering Deliverables and
services under this Contract and will tender to the State only those Deliverables that have
been inspected and found to conform to this Contract’s requirements. The Contractor will
keep records evidencing inspections and their result and will make these records
available to the State during Contract performance and for three years after final
payment. The Contractor shall permit the State to review procedures, practices,
processes, and related documents to determine the acceptability of the Contractor’s
quality assurance System or other similar business practices related to performance of
the Contract.
All Deliverables may be subject to inspection and test by the State or its authorized
representatives.
The Contractor and its subcontractors shall provide all reasonable facilities for the safety
and convenience of inspectors at no additional cost to the State. The Contractor shall
furnish to inspectors all information and data as may be reasonably required to perform
their inspection.
Subject to subsection 16 (a) above, all Deliverables may be subject to final inspection,
test and acceptance by the State at destination, notwithstanding any payment or
inspection at source.
The State shall give written notice of rejection of Deliverables delivered or services
performed hereunder within a reasonable time after receipt of such Deliverables or
performance of such services. Such notice of rejection will state the respects in which the
Deliverables do not substantially conform to their specifications. If the State does not
provide such notice of rejection within fifteen (15) days of delivery for purchases of
Commercial Hardware or Commercial Software or thirty (30) days of delivery for all other
purchases, such Deliverables and services will be deemed to have been accepted.
Acceptance by the State will be final and irreversible, except as it relates to latent defects,
fraud, and gross mistakes amounting to fraud. Acceptance shall not be construed to
waive any warranty rights that the State might have at law or by express reservation in
this Contract with respect to any nonconformity.
Unless otherwise specified in the Statement of Work, title to Equipment shall remain with
the Contractor and assigns, if any, until such time as successful acceptance testing has
been achieved. Title to a special feature installed on a Machine and for which only a
Dec. 6, 2022 Item #1 Page 27 of 96
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b)
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e)
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GSPD-401 IT (REVISED AND EFFECTIVE 9/5/14)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 9 of 29
single installation charge was paid shall pass to the State at no additional charge,
together with title to the Machine on which it was installed.
17. SAMPLES:
Samples of items may be required by the State for inspection and specification testing
and must be furnished free of expense to the State. The samples furnished must be
identical in all respects to the products bid and/or specified in the Contract.
Samples, if not destroyed by tests, may, upon request made at the time the sample is
furnished, be returned at the Contractor’s expense.
18. WARRANTY:
Unless otherwise specified in the Statement of Work, the warranties in this subsection a)
begin upon delivery of the goods or services in question and end one (1) year thereafter.
The Contractor warrants that (i) Deliverables and services furnished hereunder will
substantially conform to the requirements of this Contract (including without limitation all
descriptions, specifications, and drawings identified in the Statement of Work), and (ii) the
Deliverables will be free from material defects in materials and workmanship. Where the
parties have agreed to design specifications (such as a Detailed Design Document) and
incorporated the same or equivalent in the Statement of Work directly or by reference, the
Contractor will warrant that it’s Deliverables provide all material functionality required
thereby. In addition to the other warranties set forth herein, where the Contract calls for
delivery of Commercial Software, the Contractor warrants that such Software will perform
in accordance with its license and accompanying Documentation. The State’s approval of
designs or specifications furnished by Contractor shall not relieve the Contractor of its
obligations under this warranty.
The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time
of delivery, of harmful code (i.e., computer viruses, worms, trap doors, time bombs,
disabling code, or any similar malicious mechanism designed to interfere with the
intended operation of, or cause damage to, computers, data, or Software); and (ii) will not
infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of
the foregoing, if the State believes that harmful code may be present in any Commercial
Software delivered hereunder, the Contractor will, upon the State’s request, provide a
new or clean install of the Software.
Unless otherwise specified in the Statement of Work:
i. The Contractor does not warrant that any Software provided hereunder is error-
free or that it will run without immaterial interruption.
ii. The Contractor does not warrant and will have no responsibility for a claim to the
extent that it arises directly from (A) a modification made by the State, unless
such modification is approved or directed by the Contractor, (B) use of Software
in combination with or on products other than as specified by the Contractor, or
(C) misuse by the State.
iii. Where the Contractor resells Commercial Hardware or Commercial Software it
purchased from a third-party, Contractor, to the extent it is legally able to do so,
Dec. 6, 2022 Item #1 Page 28 of 96
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b)
a)
b)
c)
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will pass through any such third-party warranties to the State and will reasonably
cooperate in enforcing them. Such warranty pass-through will not relieve the
Contractor from Contractor’s warranty obligations set forth above.
All warranties, including special warranties specified elsewhere herein, shall inure to the
State, its successors, assigns, customer agencies, and governmental users of the
Deliverables or services.
Except as may be specifically provided in the Statement of Work or elsewhere in this
Contract, for any breach of the warranties provided in this Section, the State’s exclusive
remedy and the Contractor’s sole obligation will be limited to:
i. re-performance, repair, or replacement of the nonconforming Deliverable
(including without limitation an infringing Deliverable) or service; or
ii. should the State in its sole discretion consent, refund of all amounts paid by the
State for the nonconforming Deliverable or service and payment to the State of
any additional amounts necessary to equal the State’s Cost to Cover. “Cost to
Cover” means the cost, properly mitigated, of procuring Deliverables or services
of equivalent capability, function, and performance. The payment obligation in
subsection (e)(ii) above will not exceed the limits on the Contractor’s liability set
forth in the Section entitled “Limitation of Liability.”
EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE
CONTRACTOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
19. SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on State
premises, the Contractor shall conform to any specific safety requirements contained in the
Contract or as required by law or regulation. The Contractor shall take any additional
precautions as the State may reasonably require for safety and accident prevention purposes.
Any violation of such rules and requirements, unless promptly corrected, shall be grounds for
termination of this Contract in accordance with the default provisions hereof.
20. INSURANCE: The Contractor shall maintain all commercial general liability insurance,
workers’ compensation insurance and any other insurance required under the Contract. The
Contractor shall furnish insurance certificate(s) evidencing required insurance coverage
acceptable to the State, including endorsements showing the State as an “additional insured” if
required under the Contract. Any required endorsements requested by the State must be
separately provided; merely referring to such coverage on the certificates(s) is insufficient for
this purpose. When performing work on state owned or controlled property, Contractor shall
provide a waiver of subrogation in favor of the State for its workers’ compensation policy.
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e)
f)
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21. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
If the term of this Contract extends into fiscal years subsequent to that in which it is
approved, such continuation of the Contract is contingent on the appropriation of funds for
such purpose by the Legislature. If funds to affect such continued payment are not
appropriated, the Contractor agrees to take back any affected Deliverables furnished
under this Contract, terminate any services supplied to the State under this Contract, and
relieve the State of any further obligation thereof.
The State agrees that if it appears likely that subsection a) above will be invoked, the
State and Contractor shall agree to take all reasonable steps to prioritize work and
Deliverables and minimize the incurrence of costs prior to the expiration of funding for this
Contract.
THE STATE AGREES THAT IF PARAGRAPH a) ABOVE IS INVOKED, COMMERCIAL
HARDWARE AND SOFTWARE THAT HAS NOT BEEN PAID FOR SHALL BE
RETURNED TO THE CONTRACTOR IN SUBSTANTIALLY THE SAME CONDITION IN
WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. THE
STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, TRANSPORTATION
TO THE CONTRACTOR’S NEAREST FACILITY AND FOR REIMBURSEMENT TO THE
CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH
PACKING AND CRATING.
22. TERMINATION FOR THE CONVENIENCE OF THE STATE:
The State may terminate performance of work under this Contract for its convenience in
whole or, from time to time, in part, if the Department of General Services, Deputy
Director Procurement Division, or designee, determines that a termination is in the State’s
interest. The Department of General Services, Deputy Director, Procurement Division, or
designee shall terminate by delivering to the Contractor a Notice of Termination
specifying the extent of termination and the effective date thereof.
After receipt of a Notice of Termination, and except as directed by the State, the
Contractor shall immediately proceed with the following obligations, as applicable,
regardless of any delay in determining or adjusting any amounts due under this clause.
The Contractor shall:
i. Stop work as specified in the Notice of Termination.
ii. Place no further subcontracts for materials, services, or facilities, except as
necessary to complete the continuing portion of the Contract.
iii. Terminate all subcontracts to the extent they relate to the work terminated.
iv. Settle all outstanding liabilities and termination settlement proposals arising from
the termination of subcontracts.
After termination, the Contractor shall submit a final termination settlement proposal to the
State in the form and with the information prescribed by the State. The Contractor shall
submit the proposal promptly, but no later than 90 days after the effective date of
termination, unless a different time is provided in the Statement of Work or in the Notice
of Termination.
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a)
b)
c)
a)
b)
c)
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The Contractor and the State may agree upon the whole or any part of the amount to be
paid as requested under subsection (c) above.
Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to
agree on the amount to be paid because of the termination for convenience, the State will
pay the Contractor the following amounts; provided that in no event will total payments
exceed the amount payable to the Contractor if the Contract had been fully performed:
i. The Contract price for Deliverables or services accepted or retained by the State
and not previously paid for, adjusted for any savings on freight and other
charges; and
ii. The total of:
A. The reasonable costs incurred in the performance of the work terminated,
including initial costs and preparatory expenses allocable thereto, but
excluding any cost attributable to Deliverables or services paid or to be
paid;
B. The reasonable cost of settling and paying termination settlement
proposals under terminated subcontracts that are properly chargeable to
the terminated portion of the Contract; and
C. Reasonable storage, transportation, demobilization, unamortized
overhead and capital costs, and other costs reasonably incurred by the
Contractor in winding down and terminating its work.
The Contractor will use generally accepted accounting principles, or accounting principles
otherwise agreed to in writing by the parties, and sound business practices in determining
all costs claimed, agreed to, or determined under this clause.
23. TERMINATION FOR DEFAULT:
The State may, subject to the clause titled “Force Majeure” and to sub-section d) below,
by written notice of default to the Contractor, terminate this Contract in whole or in part if
the Contractor fails to:
i. Deliver the Deliverables or perform the services within the time specified in the
Contract or any amendment thereto;
ii. Make progress, so that the lack of progress endangers performance of this
Contract; or
iii. Perform any of the other provisions of this Contract.
The State’s right to terminate this Contract under sub-section a) above, may be exercised
only if the failure constitutes a material breach of this Contract and if the Contractor does
not cure such failure within the time frame stated in the State’s cure notice, which in no
event will be less than fifteen (15) days, unless the Statement of Work calls for a different
period.
If the State terminates this Contract in whole or in part pursuant to this Section, it may
acquire, under terms and in the manner the Buyer considers appropriate, Deliverables or
services similar to those terminated, and the Contractor will be liable to the State for any
excess costs for those Deliverables and services, including without limitation costs third-
Dec. 6, 2022 Item #1 Page 31 of 96
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e)
f)
a)
b)
c)
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party vendors charge for Manufacturing Materials (but subject to the clause entitled
“Limitation of Liability”). However, the Contractor shall continue the work not terminated.
If the Contract is terminated for default, the State may require the Contractor to transfer
title, or in the case of licensed Software, license, and deliver to the State, as directed by
the Buyer, any:
i. completed Deliverables,
ii. partially completed Deliverables, and,
iii. subject to provisions of sub-section e) below, Manufacturing Materials related to
the terminated portion of this Contract. Nothing in this sub-section d) will be
construed to grant the State rights to Deliverables that it would not have received
had this Contract been fully performed. Upon direction of the Buyer, the
Contractor shall also protect and preserve property in its possession in which the
State has an interest.
The State shall pay Contract price for completed Deliverables delivered and accepted and
items the State requires the Contractor to transfer under section (d) above. Unless the
Statement of Work calls for different procedures or requires no-charge delivery of
materials, the Contractor and Buyer shall attempt to agree on the amount of payment for
Manufacturing Materials and other materials delivered and accepted by the State for the
protection and preservation of the property; provided that where the Contractor has billed
the State for any such materials, no additional charge will apply. Failure to agree will
constitute a dispute under the Disputes clause. The State may withhold from these
amounts any sum it determines to be necessary to protect the State against loss because
of outstanding liens or claims of former lien holders.
If, after termination, it is determined by a final decision that the Contractor was not in
default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the State.
Both parties, State and Contractor, upon any termination for default, have a duty to
mitigate the damages suffered by it.
The rights and remedies of the State in this clause are in addition to any other rights and
remedies provided by law or under this Contract and are subject to the clause titled
“Limitation of Liability.”
24. FORCE MAJEURE: Except for defaults of subcontractors at any tier, the Contractor shall not
be liable for any excess costs if the failure to perform the Contract arises from causes beyond
the control and without the fault or negligence of the Contractor. Examples of such causes
include, but are not limited to:
Acts of God or of the public enemy, and
Acts of the federal or State government in either its sovereign or contractual capacity.
If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause
of the default is beyond the control of both the Contractor and subcontractor, and without the
fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to
perform.
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e)
f)
g)
h)
a)
b)
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25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
In the event any Deliverables furnished, or services provided by the Contractor in the
performance of the Contract should fail to conform to the requirements herein, or to the
sample submitted by the Contractor, the State may reject the same, and it shall become
the duty of the Contractor to reclaim and remove the item promptly or to correct the
performance of services, without expense to the State, and immediately replace all such
rejected items with others conforming to the Contract.
In addition to any other rights and remedies the State may have, the State may require
the Contractor, at Contractor’s expense, to ship Deliverables via air freight or expedited
routing to avoid or minimize actual or potential delay if the delay is the fault of the
Contractor.
In the event of the termination of the Contract, either in whole or in part, by reason of
default or breach by the Contractor, any loss or damage sustained by the State in
procuring any items which the Contractor agreed to supply shall be borne and paid for by
the Contractor (but subject to the clause entitled “Limitation of Liability”).
The State reserves the right to offset the reasonable cost of all damages caused to the
State against any outstanding invoices or amounts owed to the Contractor or to make a
claim against the Contractor.
26. LIMITATION OF LIABILITY:
Except as may be otherwise approved by the Department of General Services Deputy
Director, Procurement Division or their designee, Contractor’s liability for damages to the
State for any cause whatsoever, and regardless of the form of action, whether in Contract
or in tort, shall be limited to the Purchase Price. For purposes of this sub-section a),
“Purchase Price” will mean the aggregate Contract price; except that, with respect to a
Contract under which multiple purchase orders will be issued (e.g., a Master Agreement
or Multiple Award Schedule contract), “Purchase Price” will mean the total price of the
purchase order for the Deliverable(s) or service(s) that gave rise to the loss, such that the
Contractor will have a separate limitation of liability for each purchase order.
The foregoing limitation of liability shall not apply (i) to any liability under the General
Provisions entitled “Compliance with Statutes and Regulations”; (ii) to liability under the
General Provisions, entitled “Patent, Copyright, and Trade Secret Indemnity” or to any
other liability (including without limitation indemnification obligations) for infringement of
third-party intellectual property rights; (iii) to claims arising under provisions herein calling
for indemnification for third-party claims against the State for death, bodily injury to
persons or damage to real or tangible personal property caused by the Contractor’s
negligence or willful misconduct; or (iv) to costs or attorney’s fees that the State becomes
entitled to recover as a prevailing party in any action.
The State’s liability for damages for any cause whatsoever, and regardless of the form of
action, whether in Contract or in tort, shall be limited to the Purchase Price, as that term is
defined in subsection a) above. Nothing herein shall be construed to waive or limit the
State’s sovereign immunity or any other immunity from suit provided by law.
Dec. 6, 2022 Item #1 Page 33 of 96
a)
b)
c)
d)
a)
b)
c)
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In no event will either the Contractor or the State be liable for consequential, incidental,
indirect, special, or punitive damages, even if notification has been given as to the
possibility of such damages, except (i) to the extent that the Contractor’s liability for such
damages is specifically set forth in the Statement of Work or (ii) to the extent that the
Contractor’s liability for such damages arises out of sub- section b)(i), b)(ii), or b)(iv)
above.
27. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY:
The Contractor shall be liable for damages arising out of injury to the person and/or
damage to the property of the State, employees of the State, persons designated by the
State for training, or any other person(s) other than agents or employees of the
Contractor, designated by the State for any purpose, prior to, during, or subsequent to
delivery, installation, acceptance, and use of the Deliverables either at the Contractor’s
site or at the State’s place of business, provided that the injury or damage was caused by
the fault or negligence of the Contractor.
The Contractor shall not be liable for damages arising out of or caused by an alteration or
an Attachment not made or installed by the Contractor, or for damage to alterations or
Attachments that may result from the normal operation and maintenance of the
Deliverables provided by the Contractor during the Contract.
28. INDEMNIFICATION: The Contractor agrees to indemnify, defend and save harmless the
State, its officers, agents and employees from any and all third-party claims, costs (including
without limitation reasonable attorneys’ fees), and losses due to the injury or death of any
individual, or the loss or damage to any real or tangible personal property, resulting from the
willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates,
agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work,
services, materials, or supplies in connection with the performance of this Contract. Such
defense and payment will be conditional upon the following:
The State will notify the Contractor of any such claim in writing and tender the defense
thereof within a reasonable time; and
The Contractor will have sole control of the defense of any action on such claim and all
negotiations for its settlement or compromise; provided that (i) when substantial principles
of government or public law are involved, when litigation might create precedent affecting
future State operations or liability, or when involvement of the State is otherwise
mandated by law, the State may participate in such action at its own expense with respect
to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability
on the State, affect principles of California government or public law, or impact the
authority of the State, the Department of General Services will have the right to approve
or disapprove any settlement or compromise, which approval will not unreasonably be
withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any
related settlement negotiations.
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a)
b)
a)
b)
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29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein.
Invoices shall be submitted in triplicate and shall include the Contract number; release order
number (if applicable); item number; unit price, extended item price and invoice total amount.
State sales tax and/or use tax shall be itemized separately and added to each invoice as
applicable.
30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the
California Prompt Payment Act, Government Code Section 927 et seq. Unless expressly
exempted by statute, the Act requires State agencies to pay properly submitted, undisputed
invoices not more than 45 days after (i) the date of acceptance of Deliverables or performance
of services; or (ii) receipt of an undisputed invoice, whichever is later.
31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal
excise taxes. The State will only pay for any State or local sales or use taxes on the services
rendered or Goods supplied to the State pursuant to this Contract.
32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly
manufactured Goods or certified as new and warranted as new by the manufacturer; used or
reconditioned Goods are prohibited, unless otherwise specified.
33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall
be valid unless made in writing, signed by the parties, and approved as required. No oral
understanding or agreement not incorporated in the Contract is binding on any of the parties.
34. CONFIDENTIALITY OF DATA: All financial statistical, personal, technical and other data and
information relating to the State’s operation which are designated confidential by the state and
made available to the Contractor in order to carry out this Contract, or which become available
to the Contractor in carrying out this Contract, shall be protected by the Contractor from
unauthorized use and disclosure through the observance of the same or more effective
procedural requirements as are applicable to the State. The identification of all such
confidential data and information as well as the State's procedural requirements for protection
of such data and information from unauthorized use and disclosure shall be provided by the
State in writing to the Contractor. If the methods and procedures employed by the Contractor
for the protection of the Contractor's data and information are deemed by the State to be
adequate for the protection of the State's confidential information, such methods and
procedures may be used, with the written consent of the State, to carry out the intent of this
paragraph. The Contractor shall not be required under the provisions of this paragraph to keep
confidential any data or information which is or becomes publicly available, is already rightfully
in the Contractor's possession without obligation of confidentiality, is independently developed
by the Contractor outside the scope of this Contract or is rightfully obtained from third parties.
35. NEWS RELEASES: Unless otherwise exempted, news releases, endorsements, advertising,
and social media content pertaining to this Contract shall not be made without prior written
approval of the Department of General Services.
36. DOCUMENTATION:
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The Contractor agrees to provide to the State, at no charge, all Documentation as
described within the Statement of Work, and updated versions thereof, which are
necessary or useful to the State in its use of the Equipment or Software provided
hereunder. The Contractor agrees to provide additional Documentation at prices not in
excess of charges made by the Contractor to its other customers for similar
Documentation.
If the Contractor is unable to perform maintenance or the State desires to perform its own
maintenance on Equipment purchased under this Contract, then upon written notice by
the State the Contractor will provide at Contractor’s then current rates and fees adequate
and reasonable assistance including relevant Documentation to allow the State to
maintain the Equipment based on the Contractor’s methodology. The Contractor agrees
that the State may reproduce such Documentation for its own use in maintaining the
Equipment. If the Contractor is unable to perform maintenance, the Contractor agrees to
license any other Contractor that the State may have hired to maintain the Equipment to
use the above noted Documentation. The State agrees to include the Contractor’s
copyright notice on any such Documentation reproduced, in accordance with copyright
instructions to be provided by the Contractor.
37. RIGHTS IN WORK PRODUCT:
All inventions, discoveries, intellectual property, technical communications, and records
originated or prepared by the Contractor pursuant to this Contract including papers,
reports, charts, computer programs, and other Documentation or improvements thereto,
and including the Contractor’s administrative communications and records relating to this
Contract (collectively, the “Work Product”), shall be the Contractor’s exclusive property.
The provisions of this sub-section a) may be revised in a Statement of Work.
Software and other materials developed or otherwise obtained by or for the Contractor or
its affiliates independently of this Contract or applicable purchase order (“Pre-Existing
Materials”) do not constitute Work Product. If the Contractor creates derivative works of
Pre-Existing Materials, the elements of such derivative works created pursuant to this
Contract constitute Work Product, but other elements do not. Nothing in this Section 37
will be construed to interfere with the Contractor’s or its affiliates’ ownership of Pre-
Existing Materials.
The State will have Government Purpose Rights to the Work Product as Deliverable or
delivered to the State hereunder. “Government Purpose Rights” are the unlimited,
irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use,
modify, reproduce, perform, release, display, create derivative works from, and disclose
the Work Product. “Government Purpose Rights” also include the right to release or
disclose the Work Product outside the State for any State government purpose and to
authorize recipients to use, modify, reproduce, perform, release, display, create derivative
works from, and disclose the Work Product for any State government purpose. Such
recipients of the Work Product may include, without limitation, State Contractors,
California local governments, the U.S. federal government, and the State and local
Dec. 6, 2022 Item #1 Page 36 of 96
a)
b)
a)
b)
c)
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governments of other states. “Government Purpose Rights” do not include any rights to
use, modify, reproduce, perform, release, display, create derivative works from, or
disclose the Work Product for any commercial purpose.
The ideas, concepts, know-how, or techniques relating to data processing, developed
during the course of this Contract by the Contractor or jointly by the Contractor and the
State may be used by either party without obligation of notice or accounting.
This Contract shall not preclude the Contractor from developing materials outside this
Contract that are competitive, irrespective of their similarity to materials which might be
delivered to the State pursuant to this Contract.
38. SOFTWARE LICENSE: Unless otherwise specified in the Statement of Work, the Contractor
hereby grants to the State and the State accepts from the Contractor, subject to the terms and
conditions of this Contract, a perpetual, irrevocable, royalty-free, non-exclusive, license to use
the Software Products in this Contract (hereinafter referred to as “Software Products”).
The State may use the Software Products in the conduct of its own business, and any
division thereof.
The license granted above authorizes the State to use the Software Products in machine-
readable form on the Computer System located at the site(s) specified in the Statement of
Work. Said Computer System and its associated units (collectively referred to as CPU)
are as designated in the Statement of Work. If the designated CPU is inoperative due to
malfunction, the license herein granted shall be temporarily extended to authorize the
State to use the Software Products, in machine-readable form, on any other State CPU
until the designated CPU is returned to operation.
By prior written notice, the State may redesignate the CPU in which the Software
Products are to be used provided that the redesignated CPU is substantially similar in
size and scale at no additional cost. The redesignation shall not be limited to the original
site and will be effective upon the date specified in the notice of redesignation.
Acceptance of Commercial Software (including third-party Software) and Custom
Software will be governed by the terms and conditions of this Contract.
39. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA:
The State agrees that all material appropriately marked or identified in writing as
proprietary and furnished hereunder are provided for the State’s exclusive use for the
purposes of this Contract only. All such proprietary data shall remain the property of the
Contractor. The State agrees to take all reasonable steps to ensure that such proprietary
data are not disclosed to others, without prior written consent of the Contractor, subject to
the California Public Records Act.
The State will ensure, prior to disposing of any media, that any licensed materials
contained thereon have been erased or otherwise destroyed.
The State agrees that it will take appropriate action by instruction, agreement or otherwise
with its employees or other persons permitted access to licensed software and other
proprietary data to satisfy its obligations in this Contract with respect to use, copying,
modification, protection and security of proprietary software and other proprietary data.
Dec. 6, 2022 Item #1 Page 37 of 96
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e)
a)
b)
c)
d)
a)
b)
c)
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40. RIGHT TO COPY OR MODIFY:
Any Software Product provided by the Contractor in machine-readable form may be
copied, in whole or in part, in printed or machine-readable form for use by the State with
the designated CPU, to perform one-time benchmark tests, for archival or emergency
restart purposes, to replace a worn copy, to understand the contents of such machine-
readable material, or to modify the Software Product as provided below; provided,
however, that no more than the number of printed copies and machine-readable copies
as specified in the Statement of Work will be in existence under this Contract at any time
without prior written consent of the Contractor. Such consent shall not be unreasonably
withheld by the Contractor. The original, and any copies of the Software Product, in whole
or in part, which are made hereunder shall be the property of the Contractor.
The State may modify any non-personal computer Software Product, in machine-readable
form, for its own use and merge it into other program material. Any portion of the Software
Product included in any merged program material shall be used only on the designated
CPUs and shall be subject to the terms and conditions of the Contract.
41. FUTURE RELEASES: Unless otherwise specifically provided in this Contract, or the
Statement of Work, if improved versions, e.g., patches, bug fixes, updates, or releases, of any
Software Product are developed by the contractor, and are made available to other licensees,
they will be made available to the State at no additional cost only if such are made available to
other licensees at no additional cost. If the Contractor offers new versions or upgrades to the
Software Product, they shall be made available to the State at the State’s option at a price no
greater than the Contract price plus a price increase proportionate to the increase from the list
price of the original version to that of the new version, if any. If the Software Product has no list
price, such price increase will be proportionate to the increase in average price from the
original to the new version, if any, as estimated by the Contractor in good faith.
42. ENCRYPTION/CPU ID AUTHORIZATION CODES:
When Encryption/CPU Identification (ID) authorization codes are required to operate the
Software Products, the Contractor will provide all codes to the State with delivery of the
Software.
In case of inoperative CPU, the Contractor will provide a temporary encryption/CPU ID
authorization code to the State for use on a temporarily authorized CPU until the
designated CPU is returned to operation.
When changes in designated CPUs occur, the State will notify the Contractor via
telephone and/or facsimile/e-mail of such change. Upon receipt of such notice, the
Contractor will issue via telephone and/or facsimile/e-mail to the State within 24 hours, a
temporary encryption ID authorization code for use on the newly designated CPU until
such time as permanent code is assigned.
43. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
Contractor will indemnify, defend, and save harmless the State, its officers, agents, and
employees, from any and all third-party claims, costs (including without limitation
Dec. 6, 2022 Item #1 Page 38 of 96
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b)
a)
b)
c)
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reasonable attorneys’ fees), and losses for infringement or violation of any U.S.
Intellectual Property Right by any product or service provided hereunder. With respect to
claims arising from computer Hardware or Software manufactured by a third-party and
sold by Contractor as a reseller, Contractor will pass through to the State such indemnity
rights as it receives from such third-party (“Third-Party Obligation”) and will cooperate in
enforcing them; provided that if the third-party manufacturer fails to honor the Third-Party
Obligation, Contractor will provide the State with indemnity protection equal to that called
for by the Third-Party Obligation, but in no event greater than that called for in the first
sentence of this Section). The provisions of the preceding sentence apply only to third-
party computer Hardware or Software sold as a distinct unit and accepted by the State.
Unless a Third-Party Obligation provides otherwise, the defense and payment obligations
set forth in this Section will be conditional upon the following:
i. The State will notify the Contractor of any such claim in writing and tender the
defense thereof within a reasonable time; and
ii. The Contractor will have sole control of the defense of any action on such claim
and all negotiations for its settlement or compromise; provided that (a) when
substantial principles of government or public law are involved, when litigation
might create precedent affecting future State operations or liability, or when
involvement of the State is otherwise mandated by law, the State may participate
in such action at its own expense with respect to attorneys’ fees and costs (but
not liability); (b) where a settlement would impose liability on the State, affect
principles of California government or public law, or impact the authority of the
State, the Department of General Services will have the right to approve or
disapprove any settlement or compromise which approval will not unreasonably
be withheld or delayed; and (c) the State will reasonably cooperate in the
defense and in any related settlement negotiations.
Should the Deliverables, or the operation thereof, become, or in the Contractor’s opinion
are likely to become, the subject of a claim of infringement or violation of a U.S.
Intellectual Property Right, the State shall permit the Contractor, at its option and
expense, either to procure for the State the right to continue using the Deliverables, or to
replace or modify the same so that they become non-infringing. If none of these options
can reasonably be taken, or if the use of such Deliverables by the State shall be
prevented by injunction the Contractor agrees to take back such Deliverables and make
every reasonable effort to assist the State in procuring substitute Deliverables. If, in the
sole opinion of the State, the return of such infringing Deliverables makes the retention of
other Deliverables acquired from the Contractor under this Contract impractical, the State
shall then have the option of terminating such Contracts, or applicable portions thereof,
without penalty or termination charge. The Contractor agrees to take back such
Deliverables and refund any sums the State has paid the Contractor less any reasonable
amount for use or damage.
Dec. 6, 2022 Item #1 Page 39 of 96
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The Contractor shall have no liability to the State under any provision of this clause with
respect to any claim of patent, copyright or trade secret infringement which is based
upon:
i. The combination or utilization of Deliverables furnished hereunder with
Equipment, Software, or devices not made or furnished by the Contractor; or,
ii. The operation of Equipment furnished by the Contractor under the control of any
Operating Software other than, or in addition to, the current version of
Contractor-supplied Operating Software; or
iii. The modification initiated by the State, or a third-party at the State’s direction, of
any Deliverable furnished hereunder; or
iv. The combination or utilization of Software furnished hereunder with non-
contractor supplied Software.
The Contractor certifies that it has appropriate systems and controls in place to ensure
that State funds will not be used in the performance of this Contract for the acquisition,
operation, or maintenance of computer Software in violation of copyright laws.
44. DISPUTES:
The parties shall deal in good faith and attempt to resolve potential disputes informally. If
the dispute persists, the Contractor shall submit to the contracting Department Director or
designee a written demand for a final decision regarding the disposition of any dispute
between the parties arising under, related to or involving this Contract. Contractor’s
written demand shall be fully supported by factual information, and if such demand
involves a cost adjustment to the Contract, the Contractor shall include with the demand a
written statement signed by an authorized person indicating that the demand is made in
good faith, that the supporting data are accurate and complete and that the amount
requested accurately reflects the Contract adjustment for which Contractor believes the
State is liable. The contracting Department Director or designee shall have 30 days after
receipt of Contractor’s written demand invoking this Section “Disputes” to render a written
decision. If a written decision is not rendered within 30 days after receipt of the
Contractor’s demand, it shall be deemed a decision adverse to the Contractor’s
contention. If the Contractor is not satisfied with the decision of the contracting
Department Director or designee, the Contractor may appeal the decision, in writing,
within 15 days of its issuance (or the expiration of the 30 day period in the event no
decision is rendered by the contracting department), to the Department of General
Services, Deputy Director, Procurement Division, who shall have 45 days to render a final
decision. If the Contractor does not appeal the decision of the contracting Department
Director or designee, the decision shall be conclusive and binding regarding the dispute
and the Contractor shall be barred from commencing an action in court, or with the
Victims Compensation Government Claims Board, for failure to exhaust Contractor’s
administrative remedies.
Pending the final resolution of any dispute arising under, related to, or involving this
Contract, Contractor agrees to diligently proceed with the performance of this Contract,
Dec. 6, 2022 Item #1 Page 40 of 96
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including the delivery of Goods or providing of services in accordance with the State’s
instructions regarding this Contract. Contractor’s failure to diligently proceed in
accordance with the State’s instructions regarding this Contract shall be considered a
material breach of this Contract.
Any final decision of the State shall be expressly identified as such, shall be in writing,
and shall be signed by the Deputy Director, Procurement Division if an appeal was made.
If the Deputy Director, Procurement Division fails to render a final decision within 45 days
after receipt of the Contractor’s appeal for a final decision, it shall be deemed a final
decision adverse to the Contractor’s contentions. The State’s final decision shall be
conclusive and binding regarding the dispute unless the Contractor commences an action
in a court of competent jurisdiction to contest such decision within 90 days following the
date of the final decision or one (1) year following the accrual of the cause of action,
whichever is later.
For disputes involving purchases made by the Department of General Services,
Procurement Division, the Contractor shall submit to the Department Director or designee
a written demand for a final decision, which shall be fully supported in the manner
described in subsection a) above. The Department Director or designee shall have 30
days to render a final decision. If a final decision is not rendered within 30 days after
receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the
Contractor’s contention. The final decision shall be conclusive and binding regarding the
dispute unless the Contractor commences an action in a court of competent jurisdiction to
contest such decision within 90 days following the date of the final decision or one (1)
year following the accrual of the cause of action, whichever is later.
The dates of decision and appeal in this section may be modified by mutual consent, as
applicable, excepting the time to commence an action in a court of competent jurisdiction.
45. STOP WORK:
The State may, at any time, by written Stop Work Order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this Contract for a period up to
45 days after the Stop Work Order is delivered to the Contractor, and for any further
period to which the parties may agree. The Stop Work Order shall be specifically
identified as such and shall indicate it is issued under this clause. Upon receipt of the
Stop Work Order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the
Stop Work Order during the period of work stoppage. Within a period of 45 days after a
Stop Work Order is delivered to the Contractor, or within any extension of that period to
which the parties shall have agreed, the State shall either:
i. Cancel the Stop Work Order; or
ii. Terminate the work covered by the Stop Work Order as provided for in the
termination for default or the termination for convenience clause of this Contract.
If a Stop Work Order issued under this clause is canceled or the period of the Stop Work
Order or any extension thereof expires, the Contractor shall resume work. The State shall
Dec. 6, 2022 Item #1 Page 41 of 96
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make an equitable adjustment in the delivery schedule, the Contract price, or both, and
the Contract shall be modified, in writing, accordingly, if:
i. The Stop Work Order results in an increase in the time required for, or in the
Contractor’s cost properly allocable to the performance of any part of this
Contract; and
ii. The Contractor asserts its right to an equitable adjustment within 60 days after
the end of the period of work stoppage; provided, that if the State decides the
facts justify the action, the State may receive and act upon a proposal submitted
at any time before final payment under this Contract.
If a Stop Work Order is not canceled and the work covered by the Stop Work Order is
terminated in accordance with the provision entitled Termination for the Convenience of
the State, the State shall allow reasonable costs resulting from the Stop Work Order in
arriving at the termination settlement.
The State shall not be liable to the Contractor for loss of profits because of a Stop Work
Order issued under this clause.
46. EXAMINATION AND AUDIT: The Contractor agrees that the State or its designated
representative shall have the right to review and copy any records and supporting
documentation directly pertaining to performance of this Contract. The Contractor agrees to
maintain such records for possible audit for a minimum of three (3) years after final payment
unless a longer period of records retention is stipulated. The Contractor agrees to allow the
auditor(s) access to such records during normal business hours and in such a manner so as to
not interfere unreasonably with normal business activities and to allow interviews of any
employees or others who might reasonably have information related to such records. Further,
the Contractor agrees to include a similar right of the State to audit records and interview staff
in any subcontract related to performance of this Contract. The State shall provide reasonable
advance written notice of such audit(s) to the Contractor.
47. FOLLOW-ON CONTRACTS:
If the Contractor or its affiliates provides Technical Consulting and Direction (as defined
below), the Contractor and its affiliates:
i. will not be awarded a subsequent Contract to supply the service or system, or
any significant component thereof, that is used for or in connection with any
subject of such Technical Consulting and Direction; and
ii. will not act as consultant to any person or entity that does receive a Contract
described in sub-section (i). This prohibition will continue for one (1) year after
termination of this Contract or completion of the Technical Consulting and
Direction, whichever comes later.
“Technical Consulting and Direction” means services for which the Contractor received
compensation from the State and includes:
i. development of or assistance in the development of work statements,
specifications, solicitations, or feasibility studies;
ii. development or design of test requirements;
Dec. 6, 2022 Item #1 Page 42 of 96
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iii. evaluation of test data;
iv. direction of or evaluation of another Contractor;
v. provision of formal recommendations regarding the acquisition of Information
Technology products or services; or
vi. provisions of formal recommendations regarding any of the above. For purposes
of this Section, “affiliates” are employees, directors, partners, joint venture
participants, parent corporations, subsidiaries, or any other entity controlled by,
controlling, or under common control with the Contractor. Control exists when an
entity owns or directs more than fifty percent (50%) of the outstanding shares or
securities representing the right to vote for the election of directors or other
managing authority.
To the extent permissible by law, the Director of the Department of General Services, or
designee, may waive the restrictions set forth in this Section by written notice to the
Contractor if the Director determines their application would not be in the State’s best
interest. Except as prohibited by law, the restrictions of this Section will not apply:
i. to follow-on advice given by vendors of commercial off-the-shelf products,
including Software and Hardware, on the operation, integration, repair, or
maintenance of such products after sale; or
ii. where the State has entered into a master agreement for Software or services
and the scope of work at the time of Contract execution expressly calls for future
recommendations among the Contractor’s own products.
The restrictions set forth in this Section are in addition to conflict-of-interest restrictions
imposed on public Contractors by California law (“Conflict Laws”). In the event of any
inconsistency, such Conflict Laws override the provisions of this Section, even if enacted
after execution of this Contract.
48. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded
by the Contract to qualified recipients of aid under Welfare and Institutions Code Section
11200 in accordance with PCC Section 10353.
49. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form
of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or
representative of the Contractor, to any officer or employee of the State with a view toward
securing the Contract or securing favorable treatment with respect to any determinations
concerning the performance of the Contract. For breach or violation of this warranty, the State
shall have the right to terminate the Contract, either in whole or in part, and any loss or
damage sustained by the State in procuring on the open market any items which the
Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and
remedies of the State provided in this clause shall not be exclusive and are in addition to any
other rights and remedies provided by law or in equity.
50. NONDISCRIMINATION CLAUSE:
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During the performance of this Contract, the Contractor and its subcontractors shall not
unlawfully discriminate, harass, or allow harassment, against any employee or applicant
for employment because of sex, sexual orientation, race, color, ancestry, religious creed,
national origin, disability (including HIV and AIDS), medical condition (cancer), age,
marital status, and denial of family care leave. The Contractor and subcontractors shall
ensure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. The Contractor and
subcontractors shall comply with the provisions of the Fair Employment and Housing Act
(Government Code, Section 12990 et seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The
applicable regulations of the Fair Employment and Housing Commission implementing
Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this Contract by reference and made
a part hereof as if set forth in full. The Contractor and its subcontractors shall give written
notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreement.
The Contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the Contract.
51. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: The Contractor swears under
penalty of perjury that no more than one final, unappealable finding of contempt of court by a
federal court has been issued against the Contractor within the immediately preceding two-
year period because of the Contractor’s failure to comply with an order of the National Labor
Relations Board. This provision is required by, and shall be construed in accordance with, PCC
Section 10296.
52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552,
4553, and 4554, the following provisions are incorporated herein:
In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it
will assign to the State all rights, title, and interest in and to all causes of action it may
have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act
(Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of Goods, material or other items, or services
by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be
made and become effective at the time the State tenders final payment to the supplier.
If the State receives, either through judgment or settlement, a monetary recovery for a
cause of action assigned under this chapter, the assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may, upon demand, recover from the
State any portion of the recovery, including treble damages, attributable to overcharges
that were paid by the assignor but were not paid by the State as part of the bid price, less
the expenses incurred in obtaining that portion of the recovery.
Dec. 6, 2022 Item #1 Page 44 of 96
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b)
a)
b)
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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 26 of 29
Upon demand in writing by the assignor, the assignee shall, within one year from such
demand, reassign the cause of action assigned under this part if the assignor has been or
may have been injured by the violation of law for which the cause of action arose and
i. the assignee has not been injured thereby, or
ii. the assignee declines to file a court action for the cause of action.
53. DRUG-FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of
perjury under the laws of the State of California that the Contractor will comply with the
requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et
seq.) and will provide a drug-free workplace by taking the following actions:
Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited and specifying
actions to be taken against employees for violations, as required by Government Code
Section 8355(a).
Establish a Drug-Free Awareness Program as required by Government Code Section
8355(b) to inform employees about all of the following:
i. the dangers of drug abuse in the workplace;
ii. the person's or organization's policy of maintaining a drug-free workplace;
iii. any available counseling, rehabilitation, and employee assistance programs; and,
iv. penalties that may be imposed upon employees for drug abuse violations.
Provide, as required by Government Code Section 8355(c), that every employee who
works on the proposed or resulting Contract:
i. will receive a copy of the company's drug-free policy statement; and,
ii. will agree to abide by the terms of the company's statement as a condition of
employment on the Contract.
54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit
Date Compliant (as defined below) Deliverables and/or services to the State. “Four Digit Date
Compliant” Deliverables and services can accurately process, calculate, compare, and
sequence date data, including without limitation date data arising out of or relating to leap
years and changes in centuries. This warranty and representation is subject to the warranty
terms and conditions of this Contract and does not limit the generality of warranty obligations
set forth elsewhere herein.
55. SWEATFREE CODE OF CONDUCT:
Contractor declares under penalty of perjury that no equipment, materials, or supplies
furnished to the State pursuant to the Contract have been produced in whole or in part by
sweatshop labor, forced labor, convict labor, indentured labor under penal sanction,
abusive forms of child labor or exploitation of children in sweatshop labor, or with the
benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The
Contractor further declares under penalty of perjury that they adhere to the Sweatfree
Dec. 6, 2022 Item #1 Page 45 of 96
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a)
b)
c)
a)
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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
Page 27 of 29
Code of Conduct as set forth on the California Department of Industrial Relations website
located at www.dir.ca.gov, and Public Contract Code Section 6108.
The Contractor agrees to cooperate fully in providing reasonable access to its records,
documents, agents or employees, or premises if reasonably required by authorized
officials of the State, the Department of Industrial Relations, or the Department of Justice
to determine the Contractor’s compliance with the requirements under paragraph (a).
56. RECYCLED CONTENT REQUIRMENTS: The Contractor shall certify in writing under penalty
of perjury, the minimum, if not exact, percentage of post-consumer material (as defined in the
Public Contract Code (PCC) Section 12200-12209), in products, materials, goods, or supplies
offered or sold to the State that fall under any of the statutory categories regardless of whether
the product meets the requirements of Section 12209. The certification shall be provided by
the contractor, even if the product or good contains no postconsumer recycled material, and
even if the postconsumer content is unknown. With respect to printer or duplication cartridges
that comply with the requirements of Section 12156(e), the certification required by this
subdivision shall specify that the cartridges so comply (PCC 12205 (b)(2)). A state agency
contracting officer may waive the certification requirements if the percentage of postconsumer
material in the products, materials, goods, or supplies can be verified in a written
advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or
vendor Internet web site. Contractors are to use, to the maximum extent economically feasible
in the performance of the contract work, recycled content products (PCC 12203(d)).
57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the
Contractor acknowledges in accordance with PCC Section 7110, that:
The Contractor recognizes the importance of child and family support obligations and
shall fully comply with all applicable State and federal laws relating to child and family
support enforcement, including, but not limited to, disclosure of information and
compliance with earnings assignment orders, as provided in Chapter 8 (commencing with
Section 5200) of Part 5 of Division 9 of the Family Code; and
The Contractor, to the best of its knowledge is fully complying with the earnings
assignment orders of all employees and is providing the names of all new employees to
the New Hire Registry maintained by the California Employment Development
Department.
58. AMERICANS WITH DISABILITIES ACT: The Contractor assures the State that the Contractor
complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.).
59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies
with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5,
Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The
Contractor shall maintain documentation and provide reasonable access to its records and
documents that evidence compliance.
60. USE TAX COLLECTION: In accordance with PCC Section 10295.1, the Contractor certifies
that it complies with the requirements of Section 7101 of the Revenue and Taxation Code.
Dec. 6, 2022 Item #1 Page 46 of 96
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a)
b)
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Page 28 of 29
Contractor further certifies that it will immediately advise the State of any change in its retailer’s
seller’s permit or certification of registration or applicable affiliate’s seller’s permit or certificate
of registration as described in subdivision (a) of PCC Section 10295.1.
61. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate
corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections
10286 and 10286.1 and is eligible to contract with the State.
62. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1,
2007, the contractor certifies that the contractor is in compliance with Public Contract Code
Section 10295.3.
63. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
If for this Contract the Contractor made a commitment to achieve small business
participation, then the Contractor must within 60 days of receiving final payment under
this Contract (or within such other time period as may be specified elsewhere in this
Contract) report to the awarding department the actual percentage of small business
participation that was achieved. (Govt. Code § 14841.)
If for this Contract the Contractor made a commitment to achieve disabled veteran
business enterprise (DVBE) participation, then Contractor must within 60 days of
receiving final payment under this Contract (or within such other time period as may be
specified elsewhere in this Contract) certify in a report to the awarding department: (1) the
total amount the prime Contractor received under the Contract; (2) the name and address
of the DVBE(s) that participated in the performance of the Contract; (3) the amount each
DVBE received from the prime Contractor; (4) that all payments under the Contract have
been made to the DVBE; and (5) the actual percentage of DVBE participation that was
achieved. A person or entity that knowingly provides false information shall be subject to
a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)
64. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or
use any article or product as a “loss leader” as defined in Section 17030 of the Business and
Professions Code. (PCC 12104.5(b).).
Dec. 6, 2022 Item #1 Page 47 of 96
a)
b)
Attachment A-3
Dec. 6, 2022 Item #1 Page 48 of 96
OocuSign Envelope ID: 32C 18CEC-3333-4006-9F3B-904249FB577C
Contract#: AR3229
STATE OF UTAH COOPERATIVE CONTRACT
I. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor:
Palo Alto Networks, Inc.
Nmne
3000 Tanner Wa
Street Address
Clara CA 95054
City Slctle Zip
Vendor# VC00O0l 82124 Commodity Code#: 920-05 Legal Status of Contractor: For-Profit Corporation
Contact Name: Regina Acheampong Phone N11111ber: 0:669-261-5126; C:240-338-0129 Email: racheampon@paloaltonetworks.com
2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services.
3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in
Attachment B -Scope of Work ..
4. PROCUREMENT: This contract is entered into as a result of the procurement pmcess on FY2018, Solicitation# SKJ 800 I
5. CONTRACT PERJOD: Effective Date: Tuesday. October O 1, 2019. Termination Date: Monday, September 30, 2024 unless terminated
early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options.
6. Administrative Pee (if any): Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Adh1inistl'ative Fee of
one-quarter of one percent {0.25% or 0.0025) of contract sales no later than 60 days following the end of each cale11dar quarter. The
NASPO ValuePoint Administrati.ve Fee shall be submilted quarterly a11d is based on sales of the Services
7. Prompt Payment Discount Details (if any): N/ A.
8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions
ATTACHMENT B: Scope Awarded to Contractor
ATTACHMENT C: PriciJ1g Discounts and Value Added Services
ATTACHMENT D: Service Offering EULAs, SLAs
Any conflicts between Attachment A and the otber Attachments will be resolved in favor of Attachment A.
9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All otber governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract.
b. Utah Procurement Code, Procurement Rules, and Contractor's response to solicitation # SK 1800 l .
I 0. Each signatory below represents that he or she has the requisite authority to enter into this contract.
fN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by
the parties, the "Effective Date" of this Contract shall be the date prnvided within Section 5 above.
CONTRACTOR
,r~ .11\l f.v,,) l ,,.,_,,, DIVIS ION OF PURCIJASlNG
[
Docus1g11eu ~y:
-~ ... c~
t.:ontractors signature
Aug-12-2019 Aug 13, 2019
Date Director, Division of Purchasing Date
Jeff True SVP & General counsel
Type or Print Name and Title
Internal Contract Tracking#: AR626 Solicitation#: SK18001 Vendor#: VC0000182124
Dec. 6, 2022 Item #1 Page 49 of 96
DocuSign Envelope ID: 32C1 8CEC-3333-4006-9F3B-904249FB577C
A NASPO
Val.uePoint
Note: Sections negotiated 2, 16, 18, 19, 20,
22, 25, 26, 27, 28, 29, 34, 36, and 39.
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following
documents:
(1) A Participating Entity's Participating Addendum ("PA");
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) A Purchase Order issued against the Master Agreement, including a Service Level
Agreement;
(4) The Solicitation; and
(5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State.
b. These documents shall be read to be consistent and complementary. Ahy conflict
among these documents shall be resolved by giving priority to these documents in the
order listed above. Contractor terms and conditions that apply to this Master Agreement
are only those that are expressly accepted by the Lead State and must be in writing and
attached to this Master Agreement as an Exhibit or Attachment.
2. Definitions -Unless otherwise provided in this Master Agreement, capitalized terms
will have the meanings given to those terms in this Section.
Acceptance is defined by the applicable commercial code, except Acceptance shall not
occur before the completion of delivery in accordance with the Order, installation if
required, and a reasonable time for inspection of the Product.
Contractor means the person or entity delivering Products or performing services under
the terms and conditions set forth in this Master Agreement.
Data means all information, whether in oral or written (including electronic) form,
created by or in any way originating with a Participating Entity or Purchasing Entity, and
all information that is the output of any computer processing, or other electronic
manipulation, of any information that was created by or in any way originating with a
Participating Entity or Purchasing Entity, in the course of using and configuring the
Services provided under this Agreement.
Data Breach means any actual or reasonably suspected non-authorized access to or
acquisition of computerized Non-Public Data or Personal Data that compromises the
security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the
Attachment A: Page 1 of 28
Dec. 6, 2022 Item #1 Page 50 of 96
DocuSign Envelope ID: 32C 18CEC-3333-4006-9F3B-904249FB577C
ability of Purchasing Entity to access the Non-Public Data or Personal Data.
Disabling Code means computer instructions or programs, subroutines, code,
instructions, data or functions, (including but not limited to viruses, worms, date bombs
or time bombs), including but not limited to other programs, data storage, computer
libraries and programs that self-replicate without manual intervention, instructions
programmed to activate at a predetermined time or upon a specified event, and/or
programs purporting to do a meaningful function but designed for a different function,
that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the
Purchasing Entity's' software, applications and/or its end users processing environment,
the system in which it resides, or any other software or data on such system or any
other system with which it is capable of communicating.
Embedded Software means one or more software applications which permanently
reside on a computing device.
Fulfillment Partner means a third-party contractor qualified and authorized by
Contractor, and approved by the Participating State under a Participating Addendum,
who may, to the extent authorized by Contractor, fulfill any of the requirements of this
Master Agreement including but not limited to providing Services under this Master
Agreement and billing Customers directly for such Services. Contractor may, upon
written notice to the Participating State, add or delete authorized Fulfillment Partners as
necessary at any time during the contract term. Fulfillment Partner has no authority to
amend this Master Agreement or to bind Contractor to any additional terms and
conditions.
Intellectual Property means any and all patents, copyrights, service marks,
trademarks, trade secrets, trade names, patentable inventions, or other similar
proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s}.
Master Agreement means the underlying agreement executed by and between the Lead
State, acting on behalf of the NASPO Value Point program, and the Contractor, as now or
hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing
business as NASPO ValuePoint, a 501 (c)(3) limited liability company that is a subsidiary
organization the National Association of State Procurement Officials (NASPO), the sole
member of NASPO Value Point. NASPO Value Point 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
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receiving reports as well as other contract administration functions as assigned by the
Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other
document used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional
Participating Entity specific language or other requirements, e.g. ordering procedures
specific to the Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter
into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of
the United States that is listed in the Request for Proposal as intending to participate.
Upon execution of the Participating Addendum, a Participating State becomes a
Participating Entity; however, a Participating State listed in the Request for Proposal is
not required to participate through execution of a Participating Addendum.
Personal Data means data alone or in combination that includes information relating to
an individual that identifies the individual by name, identifying number, mark or
description can be readily associated with a particular individual and which is not a
public record. Personal Information may include the following personally identifiable
information (PII): government-issued identification numbers (e.g., Social Security,
driver's license, passport); financial account information, including account number,
credit or debit card numbers; or Protected Health Information (PHI) relating to a person.
Product means any equipment, software (including embedded software}, Subscription-
based offerings, 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 anq
conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S
territories), city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum,
that issues a Purchase Order against the Master Agreement and becomes financially
committed to the purchase.
Services mean any of the· specifications described in the Scope of Services that are
supplied or created by the Contractor pursuant to this Master Agreement.
Security Incident means the actual unauthorized access to a Purchasing Entity's Non-
Public Data and Personal Data the Contractor believes could reasonably result in the
use, disclosure or theft of a Purchasing Entity's Non-Public Data within the possession
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or control of the Contractor. A Security Incident also includes a major security breach to
the Contractor's system, regardless if Contractor is aware of unauthorized access to a
Purchasing Entity's Non-Public Data. A Security Incident may or may not turn into a
Data Breach.
Service Level Agreement (SLA) means a written agreement between both the
Purchasing Entity and the Contractor that is subject to the terms and conditions in this
Master Agreement and relevant Participating Addendum unless otherwise expressly
agreed in writing between the Purchasing Entity and the Contractor. SLAs should
include: (1) the technical service level performance promises, (i.e. metrics for
performance and intervals for measure), (2) description of service quality, (3)
identification of roles and responsibilities, (4) remedies, such as credits, and (5) an
explanation of how remedies or credits are calculated and issued.
Solicitation means the documents used by the State of Utah, as the Lead State, to
obtain Contractor's Proposal.
Statement of Work means a written statement in a solicitation document or contract
that describes the Purchasing Entity's service needs and expectations.
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement
may be extended beyond the original contract period for two (2) additional years at the
Lead State's discretion and by mutual agreement and upon review of requirements of
Participating Entities, current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time, not to
exceed six months, if in the judgment of the Lead State a follow-on, competitive
procurement will be unavoidably delayed (despite good faith efforts) beyond the
planned date of execution of the follow-on master agreement. This subsection shall not
be deemed to limit the authority of a Lead State under its state law otherwise to
negotiate contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written agreement
of the Lead State and Contractor.
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any
Order by a Participating Entity (and other Purchasing Entities covered by their
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Participating Addendum), except to the extent altered, modified, supplemented or
amended by a Participating Addendum. By way of illustration and not limitation, this
authority may apply to unique delivery and invoicing requirements, confidentiality
requirements, defaults on Orders, governing law and venue relating to Orders by a
Participating Entity, indemnification, and insurance requirements. Statutory or
constitutional requirements relating to availability of funds may require specific language
in some Participating Addenda in order to comply with applicable law. The expectation
is that these alterations, modifications, supplements, or amendments will be addressed
in the Participating Addendum or, with the consent of the Purchasing Entity and
Contractor, may be included in the ordering document (e.g. purchase order or contract)
used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state
agencies, political subdivisions and other Participating Entities (including cooperatives)
authorized by individual state's statutes to use state contracts are subject to the
approval of the respective State Chief Procurement Official. Issues of interpretation and
eligibility for participation are solely within the authority of the respective State Chief
Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities
who have signed a Participating Addendum and Purchasing Entities within the scope of
those Participating Addenda. States or other entities permitted to participate may use
an informal competitive process to determine which Master Agreements to participate in
through execution of a Participating Addendum. Financial obligations of Participating
Entities who are states are limited to the orders placed by the departments or other
state agencies and institutions having available funds. Participating Entities who are
states incur no financial obligations on behalf of other Purchasing Entities. Contractor
shall email a fully executed PDF copy of each Participating Addendum to
PA@naspovaluepoint.org to support documentation of participation and posting in
appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO
ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative
purchasing organization assisting states in administering the NASPO cooperative
purchasing program for state government departments, institutions, agencies and
political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50
states, the District of Columbia and the territories of the United States.
e. Participating Addenda shall not be construed to amend the following provisions in
th is Master Agreement between the Lead State and Contractor that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance
Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate
Guarantee Period; and Individual Customers. Any such language shall be void and of
no effect.
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f. Participating Entities who are not states may under some circumstances sign their
own Participating Addendum, subject to the consent to participation by _the Chief
Procurement Official of the state where the Participating Entity is located. Coordinate
requests for such participation through NASPO ValuePoint. Any permission to
participate through execution of a Participating Addendum is not a determination that
procurement authority exists in the Participating Entity; they must ensure that they have
the requisite procurement authority to execute a Participating Addendum.
g. Resale. "Resale1' means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions
included in the solicitation or Contractor's proposal as accepted by the Lead State, or as
explicitly permitted in a Participating Addendum, Purchasing Entities may not resell
Products (the definition of which includes services that are deliverables). Absent any
such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products; sales of Products to the general public
as surplus property; and fees associated with inventory transactions with other
governmental or nonprofit entities and consistent with a Purchasing Entity's laws and
regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO
ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025} no later
than sixty (60} days following the end of each calendar quarter. The NASPO ValuePoint
Administrative Fee shall be submitted quarterly and is based on all sales of products
and services under the Master Agreement (less any charges for taxes or shipping). The
NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as
part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state
only on purchases made by Purchasing Entities within that state. For all such requests,
the fee level, payment method and schedule for such reports and payments will be
incorporated into the Participating Addendum that is made a part of the Master
Agreement. The Contractor may adjust the Master Agreement pricing accordingly for
purchases made by Purchasing Entities within the jurisdiction of the state. All such
agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or
the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting
the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be
based on the gross amount of all sales (less any charges for taxes or shipping) at the
adjusted prices (if any) in Participating Addenda.
7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports.
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a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under
this Master Agreement shall be reported as cumulative totals by state. Even if
Contractor experiences zero sales during a calendar quarter, a report is still required.
Reports shall be due no later than thirty (30) days following the end of the calendar
quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government) higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and
NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after
the end of the reporting period. Reports shall be delivered to the Lead State and to the
NASPO ValuePoint Cooperative Development Team electronically through a
designated portal, email, CD-ROM, flash drive or other method as determined by the
Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales
information for all sales under Participating Addenda executed under this Master
Agreement. The format for the detailed sales data report is in shown in Attachment H.
c. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and
the Participating Addendum. Report data for employees should be limited to ONLY the
state and entity they are participating under the authority of (state and agency, city,
county, school district, etc.) and the amount of sales. No personal identification
numbers, e.g. names, addresses, social security numbers or any other numerical
identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development
Coordinator with an executive summary each quarter that includes, at a minimum, a list
of states with an active Participating Addendum, states that Contractor is in negotiations
with and any Participating Addendum roll out or implementation activities and issues.
NASPO ValuePoint Cooperative Development Coordinator and Contractor will
determine the format and content of the executive summary. The executive summary is
due thirty (30) days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master
Agreement. The recipient of the reports shall have exclusive ownership of the media
containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual,
irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
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8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.
Contractor agrees to present plans to NASPO ValuePoint for the education of
Contractor's contract administrator(s) and sales/marketing workforce regarding the
Master Agreement contract, including the competitive nature of NASPO ValuePoint
procurements, the Master agreement and participating addendum process, and the
manner in which qualifying entities can participate in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by
ValuePoint personnel to provide plans to launch the program within the participating
state. Plans will include time frames to launch the agreement and confirmation that the
Contractor's website has been updated to properly reflect the contract offer as available
in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating
Addendum, to consider customer proposed terms and conditions, as deemed important
to the customer, for possible inclusion into the customer agreement. Contractor will
ensure that their sales force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a
location selected by the Lead State and NASPO ValuePoint, which may include a
discussion of marketing action plans, target strategies, marketing materials, as well as
Contractor reporting and timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a logo use agreement is executed with NASPO
ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the
annual performance review. Lead State may, in its discretion, terminate the Master
Agreement pursuant to section 28, or not exercise an option to renew, when Contractor
utilization does not warrant further administration of the Master Agreement. The Lead
State may exercise its right to not renew the Master Agreement if vendor fails to record
or report revenue for three consecutive quarters, upon 60-calendar day written notice to
the Contractor. Termination based on nonuse or under-utilization will not occur sooner
than two years after award (or execution if later) of the Master Agreement. This
subsection does not limit the discretionary right of either the Lead State or Contractor to
terminate the Master Agreement pursuant to section 28 or to terminate for default
pursuant to section 30.
g. Contractor agrees, within 30 days of their effective date, to notify the Lead State and
NASPO ValuePoint of any contractual most-favored-customer provisions in third-part
contracts or agreements that may affect the promotion of this Master Agreements or
whose terms provide for adjustments to future rates or pricing based on rates, pricing in,
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or Orders from this master agreement. Upon request of the Lead State or NASPO
ValuePoint, Contractor shall provide a copy of any such provisions.
9. NASPO ValuePoint eMarket Center
a. In July 2011 , NASPO ValuePoint entered into a multi-year agreement with SciQuest,
Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic
catalog hosting and management services to enable eligible NASPO ValuePoint's
customers to access a central online website to view and/or shop the goods and
services available from existing NASPO ValuePoint Cooperative Contracts. The central
online website is referred to as the NASPO Va luePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering
Instructions. These Ordering Instructions are available at no cost to the Contractor and
provide customers information regarding the Contractors website and ordering
information. The Contractor is required at a minimum to participate in the eMarket
Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint
eMarket Center Site Admin shall provide a written request to the Contractor to begin
Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of
written request to work with NASPO ValuePoint to provide any unique information and
ordering instructions that the Contractor would like the customer to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site
with eMarket Center, or either solution is proposed by a Contractor and accepted by the
Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint
Master Agreement Terms and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead
State prior approval for the release of information that pertains to the potential work or
activities covered by the Master Agreement. This limitation does not preclude publication
about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan. The Contractor shall not make any
representations of NASPO ValuePoint's opinion or position as to the quality or
effectiveness of the services that are the subject of this Master Agreement without prior
written consent. Failure to adhere to this requirement may result in termination of the
Master Agreement for cause.
11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.
Following the guarantee period, any request for price increases must be for an equal
guarantee period (1 year), and must be submitted to the Lead State at least thirty (30)
calendar days prior to the effective date. The Lead State will review a documented
request for an MSRP price list increase only after the Price Guarantee Period.
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Requests for price increases must include sufficient documentation supporting the
request and demonstrating a reasonableness of the adjustment when comparing the
current price list to the proposed price list. Documentation may include: the
manufacturers national price increase announcement letter, a complete and detailed
description of what products are increasing and by what percentage, a complete and
detailed description of what raw materials and/or other costs have increased and
provide proof of increase, index data and other information to support and justify the
increase. The price increase must not produce a higher profit margin than the original
contract, and must be accompanied by sufficient documentation and nationwide notice
of price adjustment to the published commercial price list.
No retroactive price increases will be allowed.
Price Reductions. In the event of a price decrease in any category of product at any
time during the contract in an OEM's published commercial price list, including renewal
options, the Lead State shall be notified immediately. All published commercial price list
price reductions shall be effective upon the notification provided to the Lead State.
12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity
shall follow the terms and conditions of the Master Agreement and applicable
Participating Addendum and will have the same rights and responsibilities for their
purchases as the Lead State has in the Master Agreement, including but not limited to,
any indemnity or right to recover any costs as such right is defined in the Master
Agreement and applicable Participating Addendum for their purchases. Each
Purchasing Entity will be responsible for its own charges, fees, and liabilities. The
Contractor will apply the charges and invoice each Purchasing Entity individually.
Administration of Orders
13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements and informally
compete the requirement among companies having a Master Agreement on an "as
needed" basis. This procedure may also be used when requirements are aggregated or
other firm commitments may be made to achieve reductions in pricing. This procedure
may be modified in Participating Addenda and adapted to the Purchasing Entity's rules
and policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may
select the quote that it considers most advantageous, cost and other factors considered.
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c. Each Purchasing Entity will identify and utilize its own appropriate purchasing
procedure and documentation. Contractor is expected to become familiar with the
Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the
term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered ;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity
representative;
(5) The price per hour or other pricing elements consistent with this Master
Agreement and the contractor's proposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished
solely to the authorized purchasing agent within the Purchasing Entity's purchasing
office, or to such other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master ~sseement prior to the termination
date thereof, but may have a delivery date or performance period up to 120 days past
the then-current termination date of this Master Agreement. Maintenance agreements
may have terms as prescribed in section 27. Contractor is reminded that financial
obligations of Purchasing Entities payable after the current applicable fiscal year are
contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor
agrees to perform in accordance with the terms of any Orders then outstanding at the
time of such expiration or termination. Contractor shall not honor any Orders placed
after the expiration or termination of this Master Agreement, or otherwise inconsistent
with its terms. Orders from any separate indefinite quantity, task orders, or other form of
indefinite delivery order arrangement priced against this Master Agreement may not be
placed after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be
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F.0.8. destination, freight pre-paid, with all transportation and handling charges paid by
the Contractor. Responsibility and liability for loss or damage shall remain the
Contractor's until final inspection and acceptance when responsibility shall pass to the
Purchasing Entity except as to latent defects, fraud and Contractor's warranty
obligations. The minimum shipment amount, if a ny, will be found in the special terms
and conditions. Any order for less than the specified amount is to be shipped with the
freight prepaid and added as a separate item on the invoice. Any portion of an Order to
be shipped without transportation charges that is back ordered shall be shipped without
charge.
b. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If
damage does occur, it is the responsibility of the Contractor to immediately notify the
Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity,
item code number and the Purchasing Entity's Purchase Order number.
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal
and State laws and regulations.
16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for
inspection and Acceptance, this section governs. This section is not intended to limit
rights and remedies under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity,
at reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance requirements under this Master Agreement. Products that do not
meet published 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 during the Acceptance
Period (as defined below) 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. Upon shipment of the relevant Product to Purchasing Entity,
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Purchasing Entity shall have thirty (30) days in which to inspect whether the Product
materially conforms to Contractor's published specifications (the "Acceptance Period").
If the Product is non-conforming, it shall notify Contractor of the non-conformity within
the Acceptance Period. Contractor shall replace the Product with a conforming Product.
Purchasing Entity shall be deemed to have accepted the Product; (i) at the end of the
Acceptance Period if Purchasing Entity has not notified Contractor of any non-
conformity with the Product during that time or (ii) if Purchasing Entity has notified
Contractor of any non-conformity, the date on which it notifies Contractor that it accepts
the replaced Product (the "Acceptance Date").
c. Acceptance of services shall be defined in the applicable Purchase Order and any
associated statement of work. Notwithstanding the foregoing, 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. In such an event, Contractor shall provide Purchasing Entity with a
corrective action plan designed to remedy the nonconforming services or deliverable.
When defects cannot be corrected by re-performance of the services three (3) times
pursuant to the corrective action plans proposed by Contractor, the Purchasing Entity
may terminate the services with notice and shall have no liability to pay for such non-
conforming services and/or deliverables, including fees and expenses for such services
and Deliverables that have not been accepted in accordance with the terms herein.
Notwithstanding the foregoing, Purchasing Entity shall be responsible to pay for all
services and deliverables that were performed and accepted hereunder.
d. The warranty period shall begin upon Acceptance.
17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire
order is delivered or the date a correct invoice is received, whichever is later. After 45
days the Contractor may assess overdue account charges up to a maximum rate of one
percent per month on the outstanding balance, unless a different late payment amount
is specified in a Participating Addendum, Order, or otherwise prescribed by applicable
law. Payments will be remitted by mail. Payments may be made via a State or political
subdivision "Purchasing Card" with no additional charge.
18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute
the Master Agreement; otherwise this section governs. The Contractor warrants for a
period of one year (90 days for software) from the date of shipment that: (a) the Product
substantially performs according to all specific claims that the Contractor made in its
response to the solicitation and published specifications, (b) the Product is suitable for
the ordinary purposes for which such Product is used, (c) the Product is designed and
manufactured in a commercially reasonable manner, and (d) the Product is free of
defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge
to the Purchasing Entity) the Product whose nonconformance is discovered and made
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known to the Contractor. Subject to mutual agreement if the repaired and/or replaced
Product proves to be inadequate, or fails of its essential purpose, the Contractor will
refund the full amount of any payments that have been made. The rights and remedies
of the parties under this warranty are in addition to any other rights and remedies of the
parties provided by law or equity, including, without limitation, actual damages, and, as
applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees
and costs.
19. Title of Product
Upon Acceptance by the Purchasing Entity as detailed in Section 16 above, Contractor
shall convey to Purchasing Entity title to the Product free and clear of all liens,
encumbrances, or other security interests. Transfer of title to the Product shall include
an irrevocable and perpetual license to use any Embedded Software in the Product. If
Purchasing Entity subsequently transfers title of the Product to another entity pursuant
to Contractor's transfer policy provided within Attachment D, Purchasing Entity shall
have the right to transfer the license to use the Embedded Software with the transfer of
Product title. A subsequent transfer of this software license shall be at no additional
cost or charge to either Purchasing Entity or Purchasing Entity's transferee.
20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free,
revocable, license to use, , translate, for Purchasing Entity's own use in its normal and
customary business operation, perform, display, of the Intellectual Property, and its
derivatives, used or delivered under this Master Agreement, but not created under it
("Pre-existing Intellectual Property''). The Contractor shall be responsible for ensuring
that this license is consistent with any third party rights in the Pre-existing Intellectual
Property.
21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that
the Lead State and NASPO ValuePoint makes no representation, warranty or condition
as to the nature, timing, quality, quantity or volume of business for the Services or any
other products and services that the Contractor may realize from this Master
Agreement, or the compensation that may be earned by the Contractor by offering the
Services. The Contractor acknowledges and agrees that. it has conducted its own due
diligence prior to entering into this Master Agreement as to all the foregoing matters.
22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data
provided by it and any Data derived therefrom, including metadata.
Contractor shall not collect, access, or use user-specific Purchasing Entity Data except
as strictly necessary to provide Service to the Purchasing Entity. No information
regarding Purchasing Entity's use of the Service may be disclosed, provided, rented or
sold to any third party for any reason unless required by law or regulation or by an order
of a court of competent jurisdiction. The obligation shall extend beyond the term of this
Master Agreement in perpetuity.
Contractor shall not use any information collected in connection with this Master
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Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its
obligations under this Master Agreement.
Notwithstanding the foregoing, Purchasing Entity Data will specifically exclude information
collected, generated and/or analyzed by the Services such as threat intelligence data derived
from processing log files, session data, telemetry, user data, usage data, and copies of
potentially malicious files detected by Licensor through use of the Services. For the avoidance
of doubt, Contractor may utilize Purchasing Entity Data to the extent that is necessary to
continue to operate, adapt and improve its current security offerings. Such use shall not in any
manner identify Purchasing Entity Data or Purchasing Entity to any third party and will be used
strictly for product operation and improvement purposes.
23. System Failure or Damage: In the event of system failure or damage caused by
Contractor or its Services, the Contractor agrees to use its best efforts to restore or
assist in restoring the system to operational capacity.
24. Title to Product: If access to the Product requires an application program interface
(API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license
to use the API.
25. Data Privacy: The Contractor must comply with all applicable laws related to data
privacy and security. Prior to entering into a SLA with a Purchasing Entity, the
Contractor and Purchasing Entity must cooperate and hold a meeting to determine the
Data Categorization to determine what data the Contractor will hold, store, or process.
The Contractor must document the Data Categorization in the SLA or Statement of
Work.
26. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all
Services to be delivered under this Master Agreement, including without limitation any
successor service provider to whom a Purchasing Entity's Data is transferred in
connection with the termination or expiration of this Master Agreement. The Contractor
shall assist a Purchasing Entity in certifying the destruction of or exporting and
extracting a Purchasing Entity's Data, in a format usable without the use of the Services
and as agreed by a Purchasing Entity at a cost mutually agreed to by the Parties. Any
transition services requested by a Purchasing Entity involving additional knowledge
transfer and support may be subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition
Plan Document identifying the transition services to be provided and including a
Statement of Work if applicable.
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's
Data during the transition services and thereafter as required by the Purchasing Entity.
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27. Performance and Payment Time Frames that Exceed Contract Duration: All
maintenance or other agreements for services whose performance and payment time
frames extend beyond the duration of this Master Agreement shall remain in effect for
performance and payment purposes (limited to the time frame and services established
per each written agreement). No new leases, maintenance or other agreements for
services may be executed after the Master Agreement has expired . For the purposes of
this section, renewals of maintenance, subscriptions, and other service agreements,
shall not be considered as ''new."
General Provisions
28. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the
term of this Master Agreement, maintain in fu ll force and effect, the insurance described
in this section. Contractor shall acquire such insurance from an insurance carrier or
carriers licensed to conduct business in each Participating Entity's state and having a
rating of A-, Class VII or better, in the most recently published edition of A.M. Best's
Insurance Reports. Failure to buy and maintain the required insurance may result in
this Master Agreement's termination or, at a Participating Entity's option, result in
termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits
shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage, with
a limit of not less than $1 million per occurrence/$3 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide
notice to a Participating Entity who is a state within five (5) business days after
Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is
first aware that cancellation is threatened or expiration, nonrenewal or expiration
otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names the Participating
States identified in the Request for Proposal that enter into Participating Addendums
with Contractor as additional insureds, (2) provides that written notice of cancellation
shall be delivered in accordance with the policy provisions, and (3) provides that the
Contractor's liability insurance policy shall be primary, with any liability insurance of any
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Participating State as secondary and noncontributory. Unless otherwise agreed in any
Participating Addendum, other state Participating Entities' rights and Contractor's
obligations are the same as those specified in the first sentence of this subsection
except the endorsement is provided to the applicable state.
e. Contractor shall furnish to the Lead State copies of certificates of all required
insurance in a form sufficient to show required coverage within thirty (30) calendar days
of the execution of this Master Agreement and prior to performing any work. Copies of
renewal certificates of all required insurance shall be furnished within thirty (30) days
after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating
Entity, result in this Master Agreement's termination or the termination of any
Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order.
29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities under it
to the extent and in such detail as shall adequately reflect performance and
administration of payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General), and any other duly authorized
agent of a governmental agency, to audit, inspect, and examine, 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. Such audit shall occur no more than once yearly by the
same Purchasing Entity and shall be conducted with a minimum disruption of
Contractor's business. This right shall survive for a period of six (6) years following
termination of this Agreement or final payment for any order placed by a Purchasing
Entity against this Agreement, whichever is later, or such longer period as is required by
the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to
evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing
Entity for any overpayments inconsistent with the terms of the Master Agreement or
Orders or underpayment of Administrative Fees found as a result of the examination of
the Contractor's records.
c. The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement requiring the Contractor to self-audit contract obligations and
that permits tl1e Lead State to review compliance with those obligations.
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30. Confidentiality, Non-Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or
acquire information that is confidential to Purchasing Entity or Purchasing Entity's
clients. Any and all information of any form that is marked as confidential or would by
its nature be deemed confidential obtained by Contractor or its employees or agents in
the performance of this Master Agreement, including, but not necessarily limited to (1)
any Purchasing Entity's records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity ("Confidential Information").
Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contractor shall be treated in the same manner as the
Confidential Information. Confidential Information does not include information that
(1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is
furnished by Purchasing Entity to others without restrictions similar to those imposed by
this Master Agreement; (3) is rightfully in Contractor's possession without the obligation
of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the obligation of
confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is
independently developed by employees, agents or subcontractors of Contractor who
can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using
at least the industry standard of confidentiality, and shall not copy, reproduce, sell,
assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the performance of Orders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their
obligations to keep Confidential Information confidential. Contractor shall use
commercially reasonable efforts to assist Purchasing Entity in identifying and preventing
any .unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason
to believe that any person who has had access to Confidential Information has violated
or intends to violate the terms of this Master Agreement, and Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief
in the name of Purchasing Entity or Contractor against any such person. Except as
directed by Purchasing Entity, Contractor will not at any time during or after the term of
this Master Agreement disclose, directly or indirectly, any Confidential Information to
any person, except in accordance with this Master Agreement, and that upon
termination of this Master Agreement or at Purchasing Entity's request, Contractor shall
turn over to Purchasing Entity all documents, papers, and other matter in Contractor's
possession that embody Confidential Information. Notwithstanding the foregoing,
Contractor may keep one copy of such Confidential Information necessary for quality
assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
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disclosure of any Confidential Information, will cause irreparable injury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of Purchasing Entity
and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section
shall also extend to Confidential Information , defined to include Participating Addenda,
as well as Orders or transaction data relating to Orders under this Master Agreement
that identify the entity/customer, Order dates, line item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to section 29. To the extent permitted by law, Contractor shall
notify the Lead State of the identify of any entity seeking access to the Confidential
Information described in this subsection.
31 . Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to
the Purchasing Entity's public information laws.
32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties to NASPO Cooperative Purchasing
Organization LLC, doing business as NASPO ValuePoint and other third parties.
32. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key
administrative personnel managing the Master Agreement in writing within 10 calendar
days of the change. The Lead State reserves the right to approve changes in key
personnel, as identified in the Contractor's proposal. The Contractor agrees to propose
replacement key personnel having substantially equal or better education , training, and
experience as was possessed by the key person proposed and evaluated in the
Contractor's proposal.
33. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no
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authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and agrees not to hold itself out as agent except as
expressly set forth herein or as expressly agreed in any Participating Addendum.
34. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead
State or Contractor upon 60 days written notice prior to the effective date of the
termination. Further, any Participating Entity may terminate its participation upon 30
days written notice, unless otherwise limited or stated in the Participating Addendum.
Termination may be in whole or in part. Any termination under this provision shall not
affect the rights and obligations attending orders outstanding at the time of termination,
including any right of a Purchasing Entity to indemnification by the Contractor, rights of
payment for Products delivered and accepted, rights attending any warranty or default
in performance in association with any Order, and requirements for records
administration and audit. For the avoidance of any doubt, to the extent allowable by
applicable Purchasing Entity law there shall be no refund upon termination for
convenience. Termination of the Master Agreement due to Contractor default may be
immediate.
35. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default
caused by fire, riot, unusually severe weather, othe r acts of God, or war which are
beyond that party's reasonable control. The Lead State may terminate this Master
Agreement after determining such delay or default will reasonably prevent successful
performance of the Master Agreement.
36. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of
default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Cont ractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganizatio n 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 th e institution or occurrence thereof; or
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of 15
calendar days in which Contractor shall have an opportunity to cure the default. The
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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.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and the Lead State shall have the right to
exercise any or all of the following remedies:
("1) Exercise any remedy provided by law; and
(2) Terminate th is Master Agreement and any related Contracts or portions
thereof; and
(3)1ntentionally Omitted; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Contractor's performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default
under a Participating Addendum, a Participating Entity shall provide a written notice of
default as described in this section and shall have all of the rights and remedies under
this paragraph regarding its participation in the Master Agreement, in addition to those
set forth in its Participating Addendum. Un less 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.
37. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default
or enforce any rights an d 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, righ t or remedy under this Master Agreement or
Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or
breach of any terms or requirements of this Master Agreement, a Participating
Addendum, or Purchase Order shall not be construed or operate as a waiver of any
subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, Participating Addendum, or Purchase Order.
38. Debarment
The Contractor certifies that neither it nor its principals are presently debarred,
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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 a_ny Order is
placed under this Master Agreement. If the Contractor cannot certify this statement,
attach a written explanation for review by the Lead State.
39. Indemnification and Limitation of Liability
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO
Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the
Lead State, Participating Entities, and Purchasing Entities, along with their officers and
employees, from and against third-party claims, damages or causes of action including
reasonable attorneys' fees and related costs for any death, injury, or damage to tangible
property arising from act(s), error(s), or omission(s) of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to the performance under the Master
Agreement.
b. Indemnification -Intellectual Property. The Contractor shall defend, indemnify and
hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing
business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing
Entities, along with their officers and employees ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys' fees and related
costs arising out of the claim that the Product or its use, infringes Intellectual Property
rights ("Intellectual Property Claim") of another person or entity.
(1) The Contractor's obligations under this section shall not extend to any
combination of the Product with any other product, system or method, unless the
Product, system or method is:
(a) intentionally omitted;
(b) specified by the Contractor to work with the Product; or
(c) reasonably required, in order to use the Product in its intended
manner, and the infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing the same
function; or
(d) Intentionally omitted.
(2) The Indemnified Party shall notify the Contractor within a reasonable time
after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
fails to provide reasonable notice, the Contractor shall not be relieved from its
obligations unless the Contractor can demonstrate that it was prejudiced in defending
the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.
If the Contractor promptly and reasonably investigates and defends any Intellectual
Property Claim, it shall have control over the defense and settlement of it. However, the
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Indemnified Party must consent in writing for any money damages or obligations for
which it may be responsible. The Indemnified Party shall furnish, at the Contractor's
reasonable request and expense, information and assistance necessary for such
defense. If the Contractor fails to vigorously pursue the defense or settlement of the
Intellectual Property Claim, the Indemnified Party may assume the defense or
settlement of it and the Contractor shall be liable for all costs and expenses, including
reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the
pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this
section is not subject to any limitations of liability in this Master Agreement or in any
other document executed in conjunction with this Master Agreement.
c.. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW (A) IN NO EVENT SHALL CONTRACTOR OR ITS SUPPLIERS BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, PUN ITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLU DING BUT NOT LIMITED TO
LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR THE COST OF
PROCURING SUBSTITUTE PRODUCTS, SERVICES OR OTHER GOODS), ARISING
OUT OF OR RELATING TO TH IS AGREEMENT, REGARDLESS OF THE THEORY
OF LIABILITY AND WHETHER OR NOT CONTRACTOR WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE OR LOSS; AND (B) IN NO EVENT SHALL
CONTRACTOR'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS
EULA, FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES
OF LIABILITY, EXCEED THE GREATER OF THREE T IMES THE TOTAL PAYMENTS
ACTUALLY MADE BY FOR THE PRODUCTS DURING THE TWELVE (12) MONTH
PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION BY THE
PURCHASING ENTITY SEEKING TO RECOVER DAMAGES, OR THREE MILLION
DOLLARS ($3,000,000). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO
LIABILITY ARISING FROM DEATH OR BODILY INJURY. You agree that the foregoing
limitations of liability constitute a material inducement for Palo Alto Networks to enter
into this EULA and that the purchase price and fees charged to you would be
substantially higher without such limitations.
40. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or
any Purchase Order issued thereunder, or any act of the Lead State, a Participating
Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether
sovereign immunity, governmental immunity, immunity based on the Eleventh
Amendment to the Constitution of the United States or otherwise, from any claim or
from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states
only to the extent Congress has appropriately abrogated the state's sovereign
immunity and is not consent by the state to be sued in federal court. This section is
also not a waiver by the state of any form of immunity, including but not limited to
sovereign Immunity and immunity based on the Eleventh Amendment to the
Constitution of the United States.
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41. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed
by and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award shall be governed by the law of the state serving as Lead State. The
construction and effect of any Participating Addendum or Order against the Master
Agreement shall be governed by and construed in accordance with the laws of the
Participating Entity's or Purchasing Entity's State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or
action relating to the procurement, evaluation, and award is in the Lead State. Venue
for any claim, dispute or action concerning the terms of the Master Agreement shall be
in the state serving as Lead State. Venue for any claim, dispute, or action concerning
any Order placed against the Master Agreement or the effect of a Participating
Addendum shall be in the Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for cla ims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead State is a party; a Participating State
if a named party; the state where the Participating Entity or Purchasing Entity is located
if either is a named party.
42. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief
or cause of action which the Contractor now has or which may accrue to the Contractor
in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-
15 or a Participating Entity's state antitrust provisions), as now in effect and as may be
amended from time to time, in connection with any goods or services provided in that
state for the purpose of carrying out the Contractor's obligations under this Master
Ag reement or Participating Addendum, including, at the Participating Entity's option, the
right to control any such litigation on such claim for relief or cause of action.
43. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with
federal funds may have additional contractual requirements or certifications that must
be satisfied at the time the Order is placed or upon delivery. These federal
requirements may be proposed by Participating Entities in Participating Addenda and
Purchasing Entities for incorporation in Orders placed under this Master Agreement.
44. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may
permit the use of leasing or alternative financing methods for the acquisition of
Products under this Master Agreement. Where the terms and conditions are not
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otherwise prescribed in an applicable Participating Addendum, the terms and
conditions for leasing or alternative financing methods are subject to negotiation
between the Contractor and Purchasing Entity.
45. Entire Agreement: This Master Agreement, along with any attachment, contains
the entire understanding of the parties hereto with respect to the Master Agreement
unless a term is modified in a Participating Addendum with a Participating Entity. No
click-through, or other end user terms and conditions or agreements required by the
Contractor ("Additional Terms") provided with any Services hereunder shall be binding
on Participating Entities or Purchasing Entities, even if use of such Services requires an
affirmative "acceptance" of those Additional Terms before access is permitted.
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eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout
site with eMarket Center is required by the solicitation or either solution is proposed by a
Contractor and accepted by the Lead State.
b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER
to the Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Adm in
shall provide a written request to the Contractor to begin enablement process. The
Contractor shall have fifteen (15) days from receipt of written request to work with
NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time
JAGGAER's technical documentation shall be provided to the Contractor. The schedule
will include future calls and milestone dates related to test and go live dates. The
contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or
(2) punch-out catalog, from date of receipt of written request.
(2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide
which of the catalog structures (either hosted or punch-out as further described below)
shall be provided by the Contractor. Whether hosted or punch-out, the catalog must
be strictly limited to the Contractor's awarded contract offering (e.g. products
and/or services not authorized through the resulting cooperative contract should
not be viewable by NASPO ValuePoint Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is
providing a list of its awarded products/services and pricing in an electronic data
file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this
scenario, the Contractor must submit updated electronic data no more than once
per 30 days to the eMarl<et Center for the Lead State's approval to maintain the
most up-to-date version of its producUservice offering under the cooperative
contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor
is providing its own online catalog, which must be capable of being integrated
with the eMarket Center as a. Standard punch-in via Commerce extensible
Markup Language (cXM L}. In this scenario, the Contractor shall validate that its
online catalog is up-to-date by providing a written update no more than once per
30 days to the Lead State stating they have audited the offered products/services
and pricing listed on its online catalog. The site must also return detailed
UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees
to provide e-Quote functionality to facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions to product/service offerings
(new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State
and shall be subject to any other applicable restrictions with respect to the frequency or
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amount of such revisions. However, no cooperative contract enabled in the eMarket
Center may include price changes on a more frequent basis than once per year (see
required Price Guarantee Period section 11 ). The following conditions apply with
respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month
and shall go into effect in the eMarket Center on as approved by the Lead State
contract administrator.
(2) Lead State-approved price changes are not effective until implemented
within the eMarket Center. Errors in the Contractor's submitted pricing files will
delay the implementation of the price changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier
Network (SQSN) and shall use JAGGAER's Supplier Portal to import the Contractor's
catalog and pricing, into the JAGGAER system, and view reports on catalog spend and
product/pricing freshness. The Contractor can receive orders through electronic
delivery (cXML) or through low-tech options such as fax. More information about the
SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network
Services team at 800-233-1121 .
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch-out catalog , the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable
administrative fees and/or discounts, as well as the most up-to-date product/service
offering the Contractor is authorized to provide in accordance with the cooperative
contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog must include detailed product line item descriptions; and
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1)
catalog, it is possible to have multiple contracts applicable to different NASPO
ValuePoint Participating Entities. For example, a supplier may have different pricing for
state government agencies and Board of Regents institutions. Suppliers have the ability
and responsibility to submit separate contract pricing for the same catalog if applicable.
The system will deliver the appropriate contract pricing to the user viewing the catalog.
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g. Order Acceptance Requirements: Contractor must be able to accept Purchase
Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or
email within 24 hours of the Contractor's .receipt of the Purchase Order. If the
Purchasing Order is received after 3pm EST on the day before a weekend or holiday,
the Contractor must provide positive confirmation via phone or email on the next
business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that rnust be adhered to are
driven by JAGGAER for the suppliers and are upgraded every year. NASPO
ValuePoint reserves the right to migrate to future versions of the UNSPSC and the
Contractor shall be required to support the migration effort. All line items, goods or
services provided under the resulting statewide contract must be associated to a
UNSPSC code. All line items must be identified at the most detailed UNSPSC level
indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts
appear in the eMarket Center and that NASPO ValuePoint may elect at any time to
remove any supplier's offering from the eMarl<et Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities,
and the review and approval shall not waive the requirement that products and services
be offered at prices (and approved fees) required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate
JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO
ValuePoint Cooperative Contracts. In the event one of these entities elects to
use this NASPO ValuePoint Cooperative Contract (available through the eMarket
Center) but publish to their own eMarketplace, the Contractor agrees to work in
good faith with the entity and NASPO ValuePoint to implement the catalog.
NASPO ValuePoint does not anticipate that this will require substantial additional
efforts by the Contractor; however, the supplier agrees to take commercially
reasonable efforts to enable such separate JAGGAER catalogs.
(December 201 7)
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Attachment B -Scope Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial
intelligence, etc.) and services within the Categories it received an award in. Each category also allows for
Internet of Things (loT) products. These products must be an loT product that can be deployed within,
upon, or integrated into a government agency's physical asset to address government line of business
needs. Proposals are expected to include loT products designed to support common government lines of
business in specific subcategories i.e. routers, switches, end points, etc. loT products can only be provided
in categories that the vendor is awarded in and can include endpoints that support items in that category.
Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORl<ING STORAGE
1.3.1 Routers.
A device that forwards data packets along networks. A router is connected to at least two networks,
commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places
where two or more networks connect, and are the critical device that keeps data flowing between
networks and keep the networks connected to the Internet.
1.3.1.1 Branch Routers -A multiservice router typically used in branch offices or locations with limited
numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan
acceleration, etc.
1.3.1.2 Network Edge Routers -A specialized router residing at the edge or boundary of a network, This
router ensures the connectivity of its network with external networks, a wide area network or the
Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the
Internet to provide connectivity with remote networks,
1.3.1.3 Core Routers -High performance, high speed, low latency routers that enable Enterprises to
deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and
Video on Demand (VoD), and Software as a Service (SaaS).
1.3.1.4 Service Aggregation Routers -Provides multiservice adaptation, aggregation and routing for
Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks
simultaneously host resource-intensive integrated data, voice and video business and consumer services.
1.3.1.5 Carrier Ethernet Routers -High pe1iormance routers that enable service providers to deliver a
suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on
Demand (VoD), and Software as a Service (Saas).
1.3.2 Security.
1.3.2.1 Data Center and Virtualization Security Products and Appliances -Products designed to protect
high-value data and data center resources with threat defense and policy control.
1.3.2.2 Intrusion Detection/Protection and Firewall Appliances -Provide comprehensive inline
network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes
Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs
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deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances
should provide:
• Non-disruptive in-line bump-in-the-wire configuration
• Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful
protocol inspection (SPI) and virtual private networking (VPN), etc.
• Application awareness, full stack visibility and granular control
• Capability to incorporate information from outside the firewall, e.g., directory-based policy,
blacklists, white lists, etc.
• Upgrade path to include future information feeds and security threats
• SSL decryption to enable identifying undesirable encrypted applications (Optional)
1.3.2.3 Logging Appliances and Analysis Tools -Solutions utilized to collect, classify, analyze, and
securely store log messages.
1.3.2.4 Secure Edge and Branch Integrated Security Products -Network security, VPN, and intrusion
prevention for branches and the network edge. Products typically consist of appliances or routers.
1.3.2.5 Secure Mobility Products -Delivers secure, scalable access to corporate applications across
multiple mobile devices.
1.3.2.6 Encryption Appliances -A network security device that applies crypto services at the network
transfer layer -above the data link level, but below the application level.
1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity -Solutions that
provide threat protection, data loss prevention, message level encryption, acceptable use and application
control capabilities to secure web and email communications. This could include cloud access security
brokers (CASBs) and DNS security.
1.3.2.8 Secure Access -Products that provide secure access to the network for any device, including
personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:
• Management visibility for device access
• Self-service on-boarding
• Centralized policy enforcement
• Differentiated access and services
• Device Management
1.3.3 Storage Networking.
High-speed network of shared storage devices connecting different types of storage devices with data
servers.
1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules -A scalable, high-
perforrnance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge
Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a
switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre
Channel directors provide the most reliable, scalable, high-performance foundation for private cloud
storage and highly virtuali2ed environments.
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1.3.3.2 Fabric and Blade Server Switches -A Fibre Channel switch is a network switch compatible with
the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core
component of most SANs. The fabric is a network of F.ibre Channel devices, which allows many-to-many
communication, device name lookup, security, and redundancy. FC switches implement zoning; a
mechanism that disables unwanted traffic between certain fabric nodes.
1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management -
Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.
1.3.3.4 SAN Optimization -Tools to help optimize and secure SAN performance (ie. Encryption of data-
at-rest, data migration, capacity optimization, data reduction, etc.
1.3.4: Switches.
layer 2/3 devices' that are used to connect segments of a LAN (local area network) or multiple LANs and
to filter and forward packets among them.
1.3.4.1 Campus LAN -Access Switches -Provides initial connectivity for devices to the network and
controls user and workgroup access to internetwork resources. The following are some of the features a
campus LAN access switch should support:
1. Security
a. SSHv2 (Secure Shell Version 2}
b. 802.lX (Pott Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping
2. VLANs
3. Fast Ethernet/Gigabit Ethernet
4. PoE (Power over Ethernet)
5. link aggregation
6. 10 Gb support
7. Port mirroring
8. Span Taps
9. Support of 1Pv6 and 1Pv4
10. Standards-based rapid spanning tree
11. Netflow Support (Optional).
1.3.4.2 Campus LAN -Core Switches -Campus core switches are generally used for the campus
backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core
switches should provide:
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Security
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
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• Support of 1Pv6 and 1Pv4
• 1/10/40/100 Gbps support
• IGP (Interior Gateway Protocol) routing
• EGP (Exterior Gateway Protocol) routing
• VPLS (Virtual Private LAN Service) Support
• VRRP (Virtual Router Redundancy Protocol) Support
• Netflow Support.
1.3.4.3 Campus Distribution Switches -Collect the data from all the access layer switches and forward
it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be
managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides
the inter-VLAN routing functions so that one VLAN can communicate with another on the network.
Distribution layer switches provides advanced security policies that can be applied to network traffic using
Access Control Lists (ACLs).
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Security (SSHv2 and/or 802.lX)
• Support of 1Pv6 and 1Pv4
• Jumbo Frames Support
• Dynamic Trunking Protocol (DTP)
• Per-VLAN Rapid Spanning Tree (PVRST+)
• Switch-port auto recovery
• Net Flow Support or equivalent
1.3.4.4 Data Center Switches ~ Data center switches, or Layer 2/3 switches, switch all packets in the
data center by switching or routing good ones to their final destinations, and discard unwant ed traffic
using Access Control lists {ACLs) a mihimum of 10 Gigabit speeds. High availability and modularity
differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
" Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware-
based Inter-Switch Link (ISL) trunking
o Load Balancing across Trunk group able to use packet based load balancing scheme
• Bridging of Fibre Channel SANs and Ethernet fabrics
• Jumbo Frame Support
• Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically
become a member
• Ability to remotely disable and enable individual ports
• Support NetFlow or equivalent
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1.3.4.5 Software Defined Networks (SON) -An application in SDN that manages flow control to enable
intelligent networking.
1.3.4.6 Software Defined Networks (SON) -Virtualized Switches and Routers -Technology utilized to
support software manipulation of hardware for specific use cases.
1.3.4.7 Software Defined Networks (SON) -Controllers -is an application in software-defined
networking (SDN) that manages flow control to enable intelligent networking. SON controllers are based
on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SON
controller lies between network devices at one end and applications at the other end. Any
communications between applications and devices have to go through the controller. The controller uses
multiple routing protocols including OpenFlow to configure network devices and choose the optimal
network path for application traffic.
1.3.4.8 Carrier Aggregation Switches -Carrier aggregation switches route traffic in addition t o bridging
(transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches' major characteristics are:
• Designed for Metro Ethernet networks
• Designed for video and other high bandwidt h applications
• Supports a variety of interface types, especially those commonly used by Service Providers
Capabilities should include:
• Redundant Processors
• Redundant Power
• IPv4 and IPv6 unicast and multicast
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• MPLS (Multiprotocol Label Switching)
• BGP (Border Gateway Protocol)
• Software router virtualization and/or multiple routing tables
• Policy based routing
• Layer 2 functionality
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.lp)
o link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.lad)
1.3.4.9 Carrier Ethernet Access Switches -A carrier Ethernet access switch can connect directly to the
customer or be utilized as a network interface on the service side to provide layer 2 services.
• Hot-swappable and field-replaceable integrated power supply and fan tray
• AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC
• Ethernet and console port for tnanageability
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a. Subject to Contractor's approval and the certifications held by its Partners/Resellers, many
Partners/Resellers can also offer and provide some or all of the Services as listed above at
competitive pricing, along with local presence and support. As the primary Contractor (OEM),
Contractor is ultimately responsible for the service and performance of its Partners/ Resellers.
Customers may have the option to purchase the Services to be directly delivered by Contractor
(OEM) or its certified Partners/Resellers.
2.4 Training -Learning offerings for IT professionals on networking technologies, including but not
limited to designing, implementing, operating, configuring, and troubleshooting network systems
pertaining to items provided under the master agreement.
Ill. Product Line Additions
During the contract term Contractor may submit a request to update product catalog that falls within
the scope listed in herein this Attachment B as new technology is introduced, updated or removed from
the market. Lead State will evaluate requests and update the contract offering as appropriate. New
product additions must utilize the same pricing structure as was used for services falling into the same
service category.
A. Minimum Discount%
The Minimum Discount% off List shall be firm fixed for the duration of the contract. However, the list
prices may fluctuate through the life of the contract, as provided within Attachment A. Contractor may
offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed
contract discounts do not preclude Contractor and/or its authorized resellers from providing deeper or
additional, incremental discounts at their sole discretion. Purchasing entities shall benefit from any
promotional pricing offered by the C.ontractorto similar customers. Promotional pricing shall not be
cause for a permanent price change.
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• SD flash card slot for additional external storage
• Stratum 3 network clock
• Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate
• Support for dying gasp on loss of power
• Support for a va riety of small form factor pluggable transceiver (SFP and SFP+) with support for
Device Object Model (DOM)
• Timing services for a converged access network to support mobile solutions, including Radio
Access Network (RAN) applications
• Support for Synchronous Ethernet (SyncE) services
• Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic-shaping policies
• Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence
II. Value Added Services
For each Award Category above, the following va lued services should also be available for procurement
at the time of product purchase or anytime afterwards. This provided list of value added services is not
intended to be exhaustive, and may be updated pursuant to t he terms of the resulting Master Agreement
2.1 Maintenance Services -Capability to provide technical support, software maintenance, flexible
hardware coverage, and smart, proactive device diagnostics for hardware.
2.2 Professional Services
a. Deployment Services
i. Survey/ Design Services -Includes, but not limited to, discovery, design, architecture
review/validation, and readiness assessment.
ii. Implementation Services -Includes, but not limited to, basic installation and
configuration or end-to-end integration and deployment.
iii. Optimization -Includes, but not limited to, assessing operational environment
readiness, identify ways to increase efficiencies throughout the network, and optimize
Customer's infrastructure, applications and service management.
b. Remote Management Services -Includes, but not limited to, continuous monitoring, incident
management, problem management, change management, and utilization and performance
reporting that may be on a subscription basis.
c. Consulting/Advisory Services -Includes, but not limited to, assessing the ava ilability, reliability,
security and performance of Customer's existing solutions.
d. Data Communications Architectural Design Services -Developing architectural strategies and
roadmaps for transforming Customer's existing network architecture and operations
management.
e. Statement of Work (SOW) Services -Customer-specific tasks to be accomplished and/or services
to be delivered based on Customer's business and technical requirements.
f, Testing Services -Includes, but not limited to, testing the availability, reliability, security and
performance of Customer's existing solutions
2.3 Part ner Services -Provided by Contractor's Authorized Partners/Resellers.
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Attachment C • Pricing Discounts and Value Added Services
Contractor __________ P_ol_o_A_l_to_N.....;.et_w_o_r_k_s ________ _
~
1. % discounts are based on minimum discounts off Contractor's cOrnmercially published pricellsts versus fixed pricing. Nonetheless, Orders will be fixed-price
or fixed-rate and not cost reimbursable contracts. Coniractor has the ability to update and refresh its respective price catalog, as long as the agreed-upon
discounts are flxed.
2. Minimum guaranteed contract discounts do not preclude an Offerer and/or its authoriied resellers from providing deeper or additional, Incremental
discounts at their sole discretion.
3. Purchasing entitles shall benefit from any promotional pricing offered by Contractor to similar customers. Promotional pricing shall not be cause for a
permanent price change.
4. Contractor's price catalog shall Include the price structures of all products, services and value added items (i.e., Maintenance Services, Professional Services,
Etc.) that it Intends to provide under Its contract. Pricing shall all-inclusive of Infrastructure and software costs and management of Infrastructure, network,
OS, and software.
Section 2: Minimum Discount% off List
Category 1.3 Routers, Switches, Seculrty, and Networking Storage•
Hardware and Software (on premise) 20.00%
Cloud Services 15.00%
Service Packages (I.e., Maintenance, etc.) 10.00%
Section 3: Value Added SeNlces
Provide the title, Job description for each title, ·and associated hourly rate. Add additional rows as necessary.
Hourly Rates
Weekday Weekend State Holiday
Title Job Description Onsite Remote Onslte Remote Onsite Remote
Maintenance Services N/A
T&M Engineer (e.g. development of
deployment/migration plans Including
Professional Services test plan / back out plan as required) $375 $375 $560 $560 $560 $560
Deployment Services Varies depending on project needs
Consulting Advisory Services N/A
T&M Architect (e.g. high level design
based on business and technical
Architectural Design SeNlces objectives) $437.SO $437.50 NA NA NA NA
Statement of Work Services Custom per requirement
Partner Services N/A
Training Deployment Services N/A
(add any additional Value Added Services]
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Attachment D -sewice Offering EULAs, SLAs
END USER AGREEMENT ("EULA")
THIS IS A LEGAL AGREEMENT BETWEEN YOU (REFERRED TO HEREIN AS "CUSTOMER", "END USER", "YOU" or "YOUR'') AND
(A) PALO ALTO NETWORKS, INC., 3000 TANNERY WAY, SANTA CLARA, CALIFORNIA 95054 UNITED STATES, IF YOU ARE
LOCATED IN NORTH OR LATIN AMERICA; OR (B) PALO ALTO NETWORKS (NETHERLANDS) B.V., OVAL TOWER, DE ENTR~E 99-
197, 5TH FLOOR, 1101 HE AMSTERDAM, IF YOU ARE LOCATED OUTSIDE NORTH OR LATIN AMERICA ("PALO ALTO
NETWORKS").
BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PALO ALTO NETWORKS
PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS EULA IF YOU DO NOT ACCEPT ALL ITS TERMS,
IMMEDIATELY CEASE USING OR ACCESSING THE PRODUCT. THIS EULA GOVERNS YOUR USE OF PALO ALTO NETWORKS
PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WITHOUT LIMITATION VIA AN AUTHORIZED DISTRIBUTOR,
RESELLER, ONLINE APP STORE, OR MARKETPLACE. MAINTENANCE AND SUPPORT SERVICES ARE GOVERNED BY THE END USER
SUPPORT AGREEMENT ("EUSA") FOUND AT www.paloaltonetworks.com/legal/eusa WHICH IS HEREBY INCORPORATED BY
REFERENCE INTO THIS EULA.
1. DEFINITIONS
"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with End User or Palo Alto Networks,
as applicable, where "Control" means having the power, directly or indirectly, to direct or cause the direction of the
management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
"End User Data" means data that may be accessed or collected by Products during the relationship governed by this EULA,
in the form of logs, session data, telemetry, user data, usage data, threat intelligence data, and copies of potentially malicious
files detected by the Product. End User Data may include confidential data and personal data, such as source and destination
IP addresses, active directory information, file applications, URLs, file names, and file content.
"Hardware" means hardware-based products listed on Palo Alto Networks' then-current price list or supplied by Palo Alto
Networks regardless of whether a fee is charged for such hardware.
"Product" means, collectively, Hardware, Software, Subscription, or any combination thereof.
"Security Incident'' means any unauthorized access to any End User Data stored on Palo Alto Networks' equipment or in Palo
Alto Networks' facilities, or unauthorized access to such equipment or facilities resulting In loss, disclosure, or alteration of
End User Data that compromises the privacy, security or confidentiality of such End User Data.
"Software" means any software embedded in Hardware and any standalone software that is provided without Hardware,
including updates, regardless of whether a fee is charged for the use of such software.
"Subscription" means cloud-hosted, Saas offerings provided by Palo Alto Networks including, but not limited to, Aperture,
Autofocus, Evident, GlobalProtect Cloud, Logging, Magnifier, Red Lock, Threat Prevention, URL Filtering, Wildfire, regardless
of whether a fee is charged for its use. Maintenance and support, and professional services are not considered Subscriptions
under this EULA.
2. USE AND RESTRICTIONS
a. Software Use Grant
This section 2.a applies to Software only. Palo Alto Networks grants you a limited, non-exclusive right to use the Software:
l. in accordance with published specifications for the Product;
ii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iii. through your third•party contractor providing IT services solely for your benefit, subject to their compliance with this
EULA. All other rights in the Software are expressly reserved by Palo Alto Networks.
b. Access to Subscriptions
This section 2.b applies to Subscriptions only. During the period for which you purchased Subscriptions, Palo Alto Networks
will use commercially reasonable efforts to make them available 24 hours a day, 7 days a week except for published downtime
or any unavailability caused by circumstances beyond our control including, but not limited to, a force majeure event
described in section 13.g below, Palo Alto Networks grants you a non-exclusive right to access the Subscriptions:
i, in accordance with published specifications for the Subscriptions;
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ii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iii. through your third-party contractor providing IT services solely for your benefit, subject to their compliance with this
EULA.
All other rights to the Subscriptions are expressly reserved by Palo Alto Networks.
c. Use Restrictions
You shall not:
i. modify, translate or create derivative works from the Products, in whole or in part;
ii. disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of the Products, in whole
or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition;
iii. disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or
a third-party contracted by you) run on the Products, in whole or in part;
iv. interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Subscriptions,
their related systems or networks, or any third-party data contained therein;
v. use the Subscriptions in any manner not authorized by the published specifications for the applicable Subscriptions;
vi. duplicate the Software, except for making a reasonable number of archival or backup copies, provided that you
reproduce in your copy the copyright, trademark and other proprietary notices or markings that appear on the original
copy of the Software (if any) as delivered to you;
vii. sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products, except in accordance
with Palo Alto Networks license transfer procedure (https:/ /www.paloaltonetworks.com/support/support-
policies/secondary-market-policy.html); or
viii. make the functionality of the Products available to any third party through any means, including without limitation,
by uploading the Software to a network or file-sharing service or through any hosting, application services provider,
service bureau or other type of services unless agreed otherwise in a separate managed services agreement with Palo
Alto Networks.
d. Affiliates
If you purchase Product for use by your Affiliate, you shall:
i. provide the Affiliate with a copy of this EULA;
ii. ensure that the affiliate complies with the terms and conditions therein; and
iii. be responsible for any breach of this EULA by such affiliate.
e. Authentication Credentials and Security Incidents
You shall keep accounts and authentication credentials providing access to Products secure and confidential. You must notify
Palo Alto Networks without undue delay about any actual or suspected misuse of your accounts or authentication credentials
or of any Security Incident you become aware of,
3. OWNERSHIP
Palo Alto Networks and its suppliers retain all rights to intellectual and intangible property relating to the Product, including
but not limited to copyrights, patents, trade secret rights, and trademarks and any other intellectual property rights therein
unless otherwise indicated. You shall not delete or alter the copyright, trademark, or other proprietary rights notices or
markings that appear on the Product. To the extent you provide any suggestions or comments related to the Products, Palo
Alto Networks shall have the right to retain and use any such suggestions or comments in current or future products or
subscriptions, without your approval or compensation to you.
4. PAYMENT AND TAXES
a. Fees
Applicable fees will be set forth on the website at the time of purchase or in the applicable invoice. Note, however, that fees
which are payable in advance for volume or capacity usage (e.g., terabytes of data, fl of accounts, endpoints, devices, seats,
users, workloads, etc.) must be reconciled with actual usage at the end of each month or applicable service period. Palo Alto
Networks reserves the right to perform true-up reconciliation and charge for any usage above the volume or capacity
purchased. Unless you have chosen monthly bllling, fees will be due net thirty (30) days from invoice date. All sums due and
payable that remain unpaid after any applicable cure period herein will accrue interest at the highest rate permissible by
applicable law. Palo Alto Networks reserves the right to assign its right to receive payments hereunder to a third party with
notice but without your consent. For purposes of such assignment, such third party shall be considered a third-party
beneficiary of the payment obligation under this EULA. All fees are non-refundable unless otherwise specified.
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b. Taxes
Prices quoted are exclusive of all sales, use, value-added, good and services, withholding and other taxes or duties. You will
pay or self-assess all taxes and duties assessed in connection with this EULA and Its performance, except for taxes payable on
Palo Alto Networks' net income. To the extent that any amounts payable by you are subject to withholding taxes, the amount
payable shall be grossed up such that the amount paid to Palo Alto Networks net of withholding taxes equals the amount
invoiced by Palo Alto Networks. If you pay any withholding taxes based on payments made by you to Palo Alto Networks
hereunder, you will furnish Palo Alto Networks with written documentation of all such tax payments, including receipts and
other customary documentation, to demonstrate to the relevant tax authorities that you have paid such taxes. If applicable,
you shall also provide Palo Alto Networks with appropriate VAT /GST registration numbers and other documentation
satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any tax or dutfes. You agree to
indemnify Palo Alto Networks from liabilities, damage, costs, fees and expenses, arising out of or resulting from any third-
party claims based on or otherwise attributable to your breach of this section 4.b.
The entirety of this section 4 does not apply to you If you purchased Product from an authorized reseller.
5. THIRD-PARTY PRODUCTS AND SERVICES
Through its Security Operating Platform, Palo Alto Networks may make available to you third-party products or services
("third-party apps") which may contain features designed to interoperate with our Products. To use such features, you must
obtain access to such third-party apps from their respective providers. All third-party apps are optional and if you choose to
utilize such third-party apps:
i. all governing terms and conditions, including data processing terms, shall be entered Into between you and the
applicable app provider;
ii. you may be required to grant Palo Alto Networks access to your account on such third-party apps; and
iii. you instruct Palo Alto Networks to allow the app provider to access your data as required for the interoperation with
our Products.
In the event the operation of the third-party app requires the processing of personal data to which the General Data
Protecti~n Regulation ("GDPR") applies in a country that does not provide adequate data protection safeguards, then you
and the app provider will put in place an adequate data transfer mechanism as set out in Arts. 46 or 47 of the GDPR, including
executing appropriate Standard Contractual Clauses, as needed. Palo Alto Networks shall not be responsible for any disclosure,
modification, or deletion of your data resulting from access by such app providers. App providers do not operate as sub-
processors to Palo Alto Networks, as that terrn is defined in the GDPR. Palo Alto Networks is not liable for and does not
warrant or support any such third-party apps, whether or not they are designated as "Palo Alto Networks-certrfied" or
otherwise. Similarly, Palo Alto Networks cannot guarantee the continued availability of such third-party apps, and may cease
providing them without entitling you to any refund, credit, or other compens~tlon, if for example the provider of the third-
party app ceases to make its product or service available In a manner acceptable to Palo Alto Networks.
6. TERM; TERMINATION; AND EFFECT OF TERMINATION
This EULA is effective until terminated. You may terminate this EULA at any time by notifying Palo Alto Networks. Palo Alto
Networks may terminate this EULA at any time in the event you breach any material term of this EULA and fail to cure such
breach within thirty (30) days following notice. Upon termination, you shall immediately cease using the Product.
7, WARRANTY, EXCLUSIONS AND DISCLAIMERS
a. Warranty
Palo Alto Networks warrants that:
i. the Hardware shall be free from defects in material ahd workmanship for one (1) year from the date of shipment;
ii. the Software will substantially conform to Palo Alto Networks' published specifications for three (3) months from the
date of shif)ment; and
iii. the Subscriptions shall perform materially to published specifications for the Product. As your sole and exclusive
remedy, and Palo Alto Networks' and its suppliers' sole and exclusive liability for breach of warranty, Palo Alto Networks
shall, at its option and expense, repair or replace the Hardware or correctthe Software or the Subscriptions, as applicable.
All warranty claims must be made on or before the expiration of the warranty period specified herein, if any. Replacement
Products may consist of new or remanufactured parts that are equivalent to new. All Products that are returned to Palo Alto
Networks and replaced become the property of Palo Alto Networks. Palo Alto Networks shall not be responsible for your or
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any third party's software, firmware, information, or memory data contained in, stored on, or Integrated with any Product
returned to Palo Alto Networks for repair or upon termination, whether under warranty or not. You will pay the shipping
costs for return of Products to Palo Alto Networks. Palo Alto Networks will pay the shipping costs for repaired or replaced
Products back to you.
b. Exclusions
The warranty set forth above shall not apply if the failure of the Product results from or is otherwise attributable to:
i. repair, maintenance or modification of the Product by persons other than Palo Alto Networks or a Palo Alto Networks-
authorized party;
ii. accident, negligence, abuse or misuse of a Product;
iii. use of the Product other than in accordance with Palo Alto Networks' published specifications;
lv. improper installation or site preparation or your failure to comply with environmental and storage requirements set
forth in the published specifications including, without limitation, temperature or humidity ranges; or
v. causes external to the Product such as, but not limited to, failure of electrical systems, fire or water damage.
c. Disclaimers
EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
PRODUCTS ARE PROVIDED "AS IS". PALO ALTO NETWORKS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND
EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE
OF DEALING OR USAGE OF TRADE. PALO ALTO NETWORKS DOES NOT WARRANT THAT (A) THE PRODUCTS WILL MEET YOUR
REQUIREMENTS, (B) USE THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE PRODUCTS WILL PROTECT
AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.
8. LIMITATION OF LIABILITY
a. Disclaimer of Indirect Damages
To the fullest extent permitted by applicable law, In no event shall either party or Palo Alto Networks' suppliers be liable for
any special, indirect, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to loss
of use, data, business or profits, or for the cost of procuring substitute products, services or other goods), arising out of or
relating to this EULA, regardless of the theory of liability and whether or not the other party was advised of the possibility of
such damage or loss.
b. Direct Damages
To the fullest extent permitted by applicable law, In no event shall the total llability of either party or Palo Alto Networks'
suppliers, from all claims or causes of action and under all theories of liability arising out of or relating to this EULA, exceed
the greater of one million United States dollars or the total amount paid by End User for the entire term of the subscription
or enterprise agreement on which the claim is based. The foregoing limitation in this section 8.b shall not apply to liability
arising from:
i. death or bodily injury;
ii. sections 2 (Use and Restrictions) and 9 (Indemnification); and
iii. End User's payment obligations for the Product.
9. INDEMNIFICATION
a. Indemnification and Procedure
Palo Alto Networks will defend, at its expense, any third-party action or suit against you alleging that the Product Infringes or
misappropriates such third party's patent, copyright, trademark, or trade secret (a "Claim"), and Palo Alto Networks Will pay
damages awarded in final judgment against you or agreed to in settlement by Palo Alto Networks that are attributable to any
such Claim; provided that you (a) promptly notify Palo Alto Networks in writing of the Claim; (b) give Palo Alto Networks sole
control of the defense and settlement of the Claim; and (c) reasonably cooperate with Palo Alto Networks' requests for
assistance with the defense and settlement of the Claim. Palo Alto Networks will not be bound by any settlement or
compromise that you enter into without Palo Alto Networks' prior written consent.
b. Remedy
If the Product becomes, or in Palo Alto Networks' opinion is likely to become, the subject of a Clafm, then Palo Alto Networks
may, at its sole option and expense:
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i. procure the right for you to continue using the Product;
ii. replace or modify the Product to avoid the Claim; or
iii. if options (I) and (ii) cannot be accomplished despite Palo Alto Networks' reasonable efforts, then P~lo Alto Networks
m;:iy accept return of the Product and grant you credit for the price of the Product as depreciated on a straight-line five
(5) year basis, commencing on the date you received such Product or, for Subscriptions, grant you credit for the portion
of the Subscription paid but not used.
c. Exceptions
Palo Alto Networks' obligatlons under this section shall not apply to the extent any Claim results from or is based on:
i. modifications to the Product made by a party other than Palo Alto Networks or its designee;
ii. the combination, operation, or use of the Product with hardware or software not supplied by Palo Alto Networks, if a
Claim would not have occurred but for such combination, operation or use;
iii. failure to use the most recent version or release of the Product;
iv. Palo Alto Networks' compliance with your explicit or written designs, specifications or instructions; or
v. use of the Product not in accordance with published specifications.
THE FOREGOING TERMS STATE PALO ALTO NETWORl<S' SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
10. CONFIDENTIALITY
"Confidential Information" means the non-public information that is exchanged between the parties, provided that such
information is identified as confidential at the time of disclosure by the disclosing party ("Discloser"), or disclosed under
circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the
party receiving such information ("Recipient").
Notwithstanding the foregoing, Confidential Information is exclusive of information or data that Recipient ecm prove by
credible evidence:
a. Was in the public domain at the time it was communicated to Recipient;
b. Entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient;
c. Was in Recipient's possession not in violation of any obligation of confidentiality at the time it was communicated to
Recipient;
d. Was disclosed to Recipient not in any violation of any obligation of confidentiality; or
e. Was developed by employees or agents of Recipient without use of or reference to the Confidential Information of
Discloser.
Each party will not use the other party's Confidential Information, e1<cept as necessary for the performance of this EULA, and
will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that
need to know such Confidential Information for the performance of this EULA, provided that each such employee an.d
subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as
protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other
party's Confidential Information in its possession or control, but in no event shall each party use less effort that it ordinarily
uses with respect to its own confidential information of similar nature and importance.
The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms
and conditions of this EULA:
a. Pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the
party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or
requirement;
b. On a confidential basis to its legal or professional financial advisors; or
c. As required under -applicable securities regulations.
The foregoing obligations of each Party shall continue for the period terminating three (3) years from the date on which the
Confidential Information is last disclosed, or the date of termination of this EULA, whichever is later,
11. END USER DATA AND DATA PROTECTION
a. Sharing Data
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Palo Alto Networks provides End User the ability to configure the Products to share End User Data (including type thereof)
with Palo Alto Networks for threat analysis and prevention as described in the applicable Product documentation, which
contains details regarding the processing of End User Data and End User's options for sharing such data.
b. Data Processing
End User acknowledges, agrees and gr.ants to Palo Alto Networks the right, to the extent permitted by applicable law, to
process and retain data, including End User Data, shared by End User related to a security event, for the legitimate interest
of operating, providing, maintaining, developing, and improvfng security technologies and servlces, including for purposes
compatible with providing such services. To the extent Palo Alto Networks processes personal data on behalf of End User as
a processor In the meaning give11 in EU data protection law, it will do so in accordance with section 12.
c. Subcontractors
Palo Alto Networks will take appropriate measures to safeguard the confidentiality of End User Data. Except where required
by law, Palo Alto Networks will not share End User Data w ith third parties other than with selected subcontractors. Palo Alto
Networks will impose appropriate contractual obligations upon such subcontractors that are no less protective than this
section 11 and Palo Alto Networks will remain responsible for the subcontractor's compliance with this EULA and for any acts
or omissions of the subcontractor that cause Palo Alto Networks to breach any of its obligations under this EULA.
d. Regional Data Centers
For some Products, End Users may configure the Products to have End User Data remain in facilities located within the
European Economic Area or another avaflable region. If so, Palo Alto Networks will not transfer data out of the selected
region, unless compelled by law or a binding order of a governmental body.
e. Compliance with Laws
Palo Alto Networks will process End User Data in accordance with applicable data protection laws, including, where
applicable, the EU General Data Protection Regulation. End User represents and warrants that its use of the Products, its
authorization for Palo Alto Networks' access to data, and any related submission of data to Palo Alto Networks, including any
End User Data contained therein, complies wjth all applicable laws, including those related to data privacy, data security,
electronic communication and the export of technical, personal or sensitive data.
f. PCI Compliance
Palo Alto Networks is not a payment processor and as such is not subject to compliance with PCI standards. However, Palo
Alto Networks acknowledges that credit card information may be provided by End User during the performance or use of
Products and therefore Palo Alto Networks shall use information data security controls that are compliant with PCI standards.
g. Audit
Palo Alto Networks will select an independent, qualified third-party auditor to conduct, at Palo Alto Networks' expense, at
least annual audits of the security of its data centers, its systems, and its computing environments used to process End User
Data, in accordance with the SOC2 Type II standards or its equivalent. At End User's request and under non-disclosure
agreement Palo Alto Networks will provide such audit report to End User so that it may verlfy Palo Alto Networks' compliance
with the adopted security framework.
12. PROCESSING AS DATA PROCESSOR
a. Data Processor
To the extent Palo Alto Networks processes personal data on behalf of End User as a processor as defined by EU data
protection law, it shall do so only on instructions from End User pursuant to this EULA and as permitted by applicable law.
b. Confidentiallty of Personal Data
Palo Alto Networks will ensure that personnel it authorizes to process personal data have committed themselves to
confidentiality or are under appropriate statutory obligation of confidentiality.
c. Sub-Processors
End User authorizes Palo Alto Networks to engage sub-processors, as described in the applicable Product documentation for
the re1evant Product, to process personal data. In the event Palo Alto Networks engages any new sub-processor it will:
i. update the applicable documentation;
ii. notify End Users that have opted in to receive compliance notifications of such change to give End User the opportunity
to object to such sub-processing;
iii. impose appropriate contractual obligations upon the sub-processor that are no less protective than this section 12;
and
iv. remain responsible for the sub-processor's compliance with this EULA and for any acts or omissions of the sub-
processor that cause Palo Alto Networks to breach any of its obligations under this EULA.
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If End User objects to a hew sub-processor, it must do so in writing within fifteen (15) days of such update and Palo Alto
Networks will then endeavor to offer alternate options for the. delivery of Products that do not involve the new sub-processor
without prejudice to any of End User's termination rights.
d. Security
Palo Alto Networks has implemented practices and policies to maintain appropriate organizational, physical and technical
measures to safeguard the confidentiality and security of personal data to comply with applicable laws.
e. Security Incident Notification
In the event of a Security Incident affecting End User personal data, Palo Alto Networks will without undue delay:
I. inform End User of the Security Incident pursuant to section 13.j below;
ii. investigate and provide End User with detailed Information about the Security Incident; and
iii. take reasonable steps to mitigate the effects and minimize any damage resulting from the Security Incident as
required by applicable law.
f. Assistance to Data Subjects
Palo Alto Networks shall provide reasonable assistance to End User to comply with its obligations with regard to data subject
rights under applicable data protection law and any other legal requirements, as appropriate, taking into account the nature
of the data processing and the information available to Palo Alto Networks.
g. Data Retention
Palo Alto Networks shall process and retain personal data no longer than necessary for the purposes which it is processed.
Upon termination of this EULA, Palo Alto Networks shall, upon End User's request, delete End User Data that is no longer
necessary to carry out any of the purposes under section 11.b.
h. International Transfer of Data
End User personal data may be sent to facilities hosted outside of the country where End User purchased or utilizes the
Products. Palo Alto Networks will comply with the European Economic Area and Swiss data protection law regarding the
collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland,
including the execution of EU Standard Contractual Clauses for data transfer, where applicable.
13. GENERAL
a. Assignment
Neither party may assign or transfer this EULA or a11y obligation hereunder without the prior written consent of the other
party, except that, upon written notice, Palo Alto Networks may assign or transfer this EULA or any obligation hereunder to
its subsidiary or Affiliate, or an entity acquiring all or substantially all of the assets of Palo Alto Networks, whether by
acquisition of assets or shares, or by merger or consolidation without your consent. Any attempt to assign or transfer this
EU LA shall be null and of no effect. For purposes of this EULA, a change of control will be deemed to be an assignment. Subject
to the foregoing, this EULA shall be binding upon and inure to the benefit of the successors and assigns of the parties.
b. Auditing End User Compliance
You grant to Palo Alto Networks and its independent advisors the right to examine your books, records, and accounts during
normal business hours to verrfy compliance with this EULA. In the event such audit discloses non-compliance with this EULA,
you shall promptly pay the appropriate license fees, plus reasonable audit costs.
c. Authorization Codes, Grace Periods and Registration
Your Product may require an authorization code to activate or access Subscriptions and support. The authorization codes will
be issued at the time of order fulfillment. Where applicable, you Will be able to download Software via the server network
located closest to you, The subscription or support term will commence in accordance with the grace period policy at
https://www.paloaltonetworks.com/support/support-policies/grace-period.html. You are hereby notified that, upon
applicable grace period expiration, if any, Palo Alto Networks reserves the right to register and/or activate your Product and
support services (if purchased) on your behalf without further notification to you.
d. Compliance with Laws; Export Control
You shall comply with all applicable laws in connection with your use of the Product. You further agree that you will not
engage in any illegal activity in any relevant jurisdiction, and you acknowledge that Palo A'lto Networks reserves the right to
notify its customers or appropriate law enforcement in the event of such illegal activity. Both parties shall comply with the
U.S. Export Administration Regulations, and any other export laws, restrictions, and regulations to ensure that the Product
and any technical data related thereto is not exported or re·exported directly or ihdirectly in violation of or used for any
purposes prohibited by such laws and regulations.
e. Cumulative Remedies
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Except as expressly set forth in this EULA, the exercise by either party of any of its remedies will be without prejudice to any
other remedies under this EULA or otherwise.
f. Entire Agreement
This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes
all prior written or oral agreements, understandings and communications between them with respect to the subject matter
hereof. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or
in addition to the terms and conditions of this EULA are hereby rejected by Palo Alto Networks and shall be deemed null and
of no effect.
g. Force Maieure
Palo Alto Networks shall not be responsible for any cessation, interruption or delay in the performance of its obligations
hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike,
lockout, boycott or other similar events beyond its reasonable control,
h. Governing Law
If you are located in North or Latin America, this EULA shall be governed by and construed in accordance with the laws of the
state of California, excluding its conflict of laws principles. Any legal actlon or proceeding arising under this EULA will be
brought exclusively in the state or federal courts located in Santa Clara, California, or the Northern District of California, as
applicable. IF you are located outside North or Latin America, this EULA shall be governed by and construed in accordance
with the laws of the Netherlands, excluding its conflict of laws principles. Any legal action or proceeding arising under this
EULA will be brought exclusively before the District Court of Amsterdam, the Netherlands. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply.
i. Headings
The headings, including section titles, are given solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this document or any of its provisions.
j. Notices
All notices shall be in writing and delivered by overnight delivery service or by certified mail sent to the address published on
the respective parties' websites or the address specified on the relevant order document (attention: Legal Department), and
in each instance will be deemed given upon receipt.
k. Open Source Software
The Products may contain or be provided with components subject to the terms and conditions of open source software
licenses ("Open Source Software"). A list of Open Source Software can be found at
https://www .paloaltonetworks.com/documentation/oss-listings/oss-listings.html. These Open Source Software license
terms are consistent with the license granted In section 2 (Use and Restrictions) and may contain additional rights benefitting
you. Palo Alto Networks represents and warrants that the Product, when used in conformance with this EULA, does not
include Open Source Software that restricts your ability to use the Product nor requires you to disclose, license, or make
available at no charge any material proprietary source code that embodies any of your intellectual property rights.
I. Reciprocal Waiver of Claims Related to United States SAFETY Act
Where a Qualified Anti-terrorism Technology (the "QATT") has been deployed in defense against, response to or recovery
from an "act of terrorism" as that term is defined under the SAFETY Act, Palo Alto Networks and End User agree to waive all
claims against each other, including their officers, directors, agents or other representatives, arising out of the manufacture,
sale, use or operation of the QATT, and further agree that each is responsible for losses, including business interruption losses,
that lt sustains, or for losses sustained by its own employees resulting from an activity arising out of such act of terrorism.
m. Survival
Sections regarding license restrictions, ownership, term and termination, U.S. Government End Users, limitations of liability,
governing law, and this General section shall survive termination of this EULA.
n. U.S. Government End Users
This section applies to United States Government End Users only and does not apply to any other End Users. The Software
and its documentation are "commercial computer software'' and "commercial computer software documentation,"
respectively; as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and its documentation are being
acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-
4, as applicable, the U.S. Government's rights in the Software and its documentation shall be as specified in this EULA.
if any term or condition set forth in this EULA:
i. allows for the automatic termination of the Government's license rights or maintenance of services;
ii. allows for the automatic renewal of services and/or fees;
End User Agreement -Dec 2018 -8l0·000006·00G Page•8 of 9
Attachment D
Dec. 6, 2022 Item #1 Page 93 of 96
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C
Attachment D -Service Offering EULAs, SLAs
iii. allows for the Government to pay audit costs; and/or
iv. requires the governing law to be anything other than Federal law, then such term and condition shall not apply to the
United States Government, but shall continue to apply to prime contractofs and subcontractors of the Government.
Furthermore, nothing contained in this EULA is meant to diminish the rights of the United States Department of Justice as
identified in 28 U.S.C. Section 516. Finally, to the extent any term and condition set forth in this EULA is contrary to United
States Federal procurement law, then such term and condition shall not apply to the United States Government, but shall
continue to apply to prime contractors and subcontractors of the government.
o. Waiver and Severability
The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or
any other provision. Any waiver or amendment of any provision of this EULA will be effective only if in writing and signed by
authorized representatives of both parties. If any provision of this EULA is held to be unenforceable or invalid, that provision
will be enforced to the maximum extent possible and the other provisions will remain ih full force and effect.
End User Agreement -Dec 2018-810-000006-00G
Allachmenl D
Page 9 of 9
Dec. 6, 2022 Item #1 Page 94 of 96
Certificate Of Completion
Envelope Id: 32C18CEC333340069F38904249FB577C
Subject: Please DocuSign: AR3229 Palo Alto Master Agreement.pdf
Source Envelope:
DocumentPages:46
Certificate Pages: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 1
Initials: 0
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
8/12/2019 2:19:22 PM
Signer Events
Jeff True
jtrue@paloaltonetworks.com
SVP & General Counsel
Palo Alto Networks, Inc.
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Completed
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Holder: Matt Whipkey
mwhipkey@paloaltonetworks.com
Signature
Signature Adoption: Drawn on Device
Using IP Address: 199.167.54.229
Signature·,
Status
Status
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Signature
Signature
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Hashed/Encrypted
Security Checked
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Oocu~
• SECURrD
Status: Completed
Envelope Originator:
Matt Whipkey
3000 Tannery Way
Santa Clara, CA 95054
mwhipkey@paloaltonetworks.com
IP Address: 209.133.27.70
Location: OocuSign
Timestamp
Sent: 8/12/2019 2:20:31 PM
Viewed: 8/12/2019 2:34:35 PM
Signed: 8/12/2019 2:34:40 PM
Timestamp
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Timestamps
8/12/2019 2:20:31 PM
8/12/2019 2:34:36 PM
8/12/2019 2:34:40 PM
8/12/2019 2:34:40 PM
Timestamps
Exhibit 2
In t matitn T chntltgy D a tm nt
1635 Faraday Ave ï Carlsbad, CA 92008 ï 760-602-2450 t
Memorandum
October 26, 2022
Tt: Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer
F tm: Mike Pugliese, IT Operations Manager
Via: Maria Callander, IT Director
R : Approve the cooperative use of the California Palo Alto Value Point Data
Communications agreement with CDW•G, LLC.
The IT Department would like to cooperatively use the California Palo Alto Value Point Data
Communications – AR3229 (AR3229 7-14-70-47-06) contract with CDW•G, LLC to provide for
the purchase of the Palo Alto/WildFire Firewall maintenance and licensing services ending
December 30, 2023, in an amount not to exceed $139,863.
This request is in the best interest of the City of Carlsbad as the city has standardized on the
Palo Alto/WildFire Firewall and CDW•G is a preferred vendor. Additionally, CDW•G has worked
with the city on other past projects that provides the company with a unique understanding of
our systems and goals.
CDW•G is a full-service vendor that provides for the procurement of software, hardware,
licenses, support, maintenance and professional services for many of the IT Department’s
needs.
As per Carlsbad Municipal Code Section 3.28.100 – Cooperative purchasing, “The purchasing
officer shall have the authority to join with other public or quasi-public agencies in cooperative
purchasing plans or programs for the purchase of goods and/or services by contract,
arrangement or agreement as allowed by law and as determined by the purchasing officer to be
in the city’s best interest. The purchasing officer may buy directly from a vendor at a price
established by another public agency when the other agency has made their purchase in a
competitive manner.”
Approval for Exemption
_____________________________________ ____________
Roxanne Muhlmeister, Date
Assistant Finance Director/Purchasing Officer
11/22/2022
Dec. 6, 2022 Item #1 Page 95 of 96
(City of
Carlsbad
Muhlmeister
October 26, 2022
Page 2
CC: Maria Callander, IT Department Director
Cindie McMahon, City Attorney
Brent Gerber, Senior Management Analyst
Shea Sainz, Senior Contract Administrator
Joy Lile, Contract Administrator
Dec. 6, 2022 Item #1 Page 96 of 96