Agenda 12/12/2017 Item #16E1012/12/2017
EXECUTIVE SUMMARY
Recommendation to authorize Budget Amendments transferring funds from the General Fund 001
to EMS Fund 490 for the purchase of 40 field computers in the amount of $126,781.60.
OBJECTIVE: To replace computers that are coming off a three year zero interest lease.
CONSIDERATIONS: Collier County EMS responded to over 41,000 calls for service in FY17.
Rugged laptop computers are used daily by EMS personnel to track, report and communicate vital health
information during an emergency response. Panasonic Toughbook computers are the industry standard in
rugged laptop computers.
Due to wear and tear from the high usage and environment in which these computers are used, along with
changing technology, it is prudent to replace them every three years. In September 2014, the Board
approved a zero interest turnback lease to equip EMS field personnel with Toughbook computers. The
lease has reached maturity and is now on a month to month lease until new computers can be procured.
Since a similar lease option is not being offered at this time, EMS staff in cooperation with the Office of
Management and Budget determined the best value to the County will be achieved through an outright
purchase of the equipment.
The computers will be purchased through NASPO Valuepoint, a Cooperative Purchasing Agreement,
which was approved by the Board on September 26, 2017, Agenda Item16. E.18.
FISCAL IMPACT: A budget amendment moving dollars from the General Fund (001) via transfer to
EMS Fund (490) in the amount of $126,781.60 is necessary to complete the purchase.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to
form and legality, and requires majority vote for approval. -JAK
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact resulting from this
action.
RECOMMENDATION: To authorize Budget Amendments transfering $126,781.60 from the General
Fund (001) to EMS Fund (490) for the purchase of 40 Toughbook computers.
Prepared by: Artie Bay, Supervisor, Emergency Medical Services Administration
ATTACHMENT(S)
1. [Linked] 118 Piggyback - Naspo - Panasonic (PDF)
2. Q-164458 - ARC-Quote (PDF)
12/12/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.10
Doc ID: 4207
Item Summary: Recommendation to authorize Budget Amendments transferring funds from the
General Fund 001 to EMS Fund 490 for the purchase of 40 field computers in the amount of $126,781.60.
Meeting Date: 12/12/2017
Prepared by:
Title: Supervisor - Accounting – Emergency Medical Services
Name: Artie Bay
11/13/2017 10:40 AM
Submitted by:
Title: Division Director - EMS Operations – Emergency Medical Services
Name: Tabatha Butcher
11/13/2017 10:40 AM
Approved By:
Review:
Procurement Services Sandra Herrera Additional Reviewer Skipped 11/14/2017 2:03 PM
Emergency Medical Services Michael Cox Additional Reviewer Skipped 11/30/2017 12:14 PM
Procurement Services Michael Cox Additional Reviewer Skipped 11/30/2017 12:14 PM
Procurement Services Michael Cox Additional Reviewer Skipped 11/30/2017 12:15 PM
Administrative Services Department Michael Cox Level 1 Division Reviewer Skipped 11/30/2017 12:15 PM
Procurement Services Michael Cox Level 1 Purchasing Gatekeeper Skipped 11/30/2017 12:16 PM
Administrative Services Department Michael Cox Level 2 Division Administrator Review Skipped 11/30/2017 12:16 PM
Office of Management and Budget Michael Cox Level 3 OMB Gatekeeper Review Skipped 11/30/2017 12:16 PM
County Attorney's Office Michael Cox Level 3 County Attorney's Office Review Skipped 11/30/2017 12:17 PM
Budget and Management Office Michael Cox Additional Reviewer Skipped 11/30/2017 12:17 PM
Office of Management and Budget Michael Cox Additional Reviewer Skipped 11/30/2017 12:17 PM
County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 12/01/2017 2:34 PM
Board of County Commissioners MaryJo Brock Meeting Pending 12/12/2017 9:00 AM
lcdi C -r (Z;0Uftty Collier County
Administrative Services Department Cooperative Purchasing Request Form
P(Ocuruplent seimre5 DIvl"Ic) l
Instructions
Allowable per BCC Procurement Ordinance Section 11.4 and the annual BCC approved list of approved cooperatives. Complete
the following information and submit to purchasing with the required backup documentation. (Required backup documentation
includes, but not limited to: Solicitation, Proposal, Tabulation, Proof of Advertisement, Contract)
Requester Name: Artie Bay
Division: EMS
Vendor Name: Panasonic
Requested Items: CF20 Toughbook Computers
Sponsor Agency/Contact: Naspo Valuepoint - Andy.Doran@state.mn.us
Contract Name and Number: Computer Equipment, Peripherals & Related Services 2015-2020 (MNWNC-124)
Award Date: 4/2/2015
Expiration Date: 3/31 /2020
Renewals: NA
Backup Documents: Solicitation
7
Proposal
W]
Contract
W]
Tabulation
11
Advertisement W] Price List
Z
Additional Documents/Commentary:
Website of Contract:
http: //naspova I u epoi nt. org/#/contract-d etai I s/52/overview/genera I
Scope of Services in Contract:
This contract provides PC's and related commodities (including printers, small servers, LAN/WAN storage devices and monitors)
Competitive Event:
RFP - 19512 Computer Equipment, Peripherals & Related Services
Summary of Competition:
NASPO ValuePoint is the nation's largest public cooperative contracting organization. All of the cooperative contracts are led by one of the 50
states on behalf of the other states. ValuePoint is a non-profit subsidiary of the National Association of State Procurement Officials to provide
states local governments, public educational entitles etc. with best value contracts to support their important missions,
Piggyback Clause: (listed in solicitation or Contract):
All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval
of the State Chief Procurement Official. Upon final award of the overarching Master Agreements, Contract Vendors are able to sign Participating
Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify
the scope of the contract In their Participating Addendum as allowed by the Master Agreement.
Rationale for Use: Solicitation sales volume needed price savings for the County given the number of public agencies
participating; Reduced the number of staff hours and vendor dollars in putting together a response to a specific Collier
County Soliciation.
The Requesting Division and Procurement Services Director acknowledge that the attached contract was competitively solicited
according to the Board's Procurement Ordinance 2017-08, Section 18 and that the terms and conditions of the purchase are
competitive in the market and favorable to the County.
Requested by: Artie Bay
Digitally signed by Artie Bay
Signature: Artie Ba Date: 2017.10.2707:35:23
Y 04'00'
Date:
Division Director: Tabatha Butcher
Signature: Tabatha Butcher Date; 017.1 de10:29:4-04'0y Tabatha he`
oaie:zon.�o.z� 10:29:24 -04'00'
Date:
Procurement Strategist:Adam Northrup
cn=adamnorthrup@colliergov
Signature: 00'04-10:44:152017.11net 03 `
Date:
Procurement Director: Edward F. Coyman Jr.
Signature: C j J
Date://,'- P
SECTION 1: SCOPE OF WORK
A. INTRODUCTION
The State of Minnesota, Department of Administration, Materials Management Division is requesting proposals on behalf
of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO"). The purpose of this
Request For Proposal (hereafter called the RFP) is to establish Minnesota WSCA-NASPO Master Agreement(s) with
qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, Storage and Ruggedized
Devices including related Peripherals & Services).
This RFP describes a relationship to be established between the Lead State and a responder and also specifies
contractual conditions and details the basis for the responses, the subsequent review, and the final selection process.
Detailed Contract obligations and measures of performance may be further defined in the final negotiated Contracts. The
RFP shall not be construed to limit the Lead State's right to issue or not issue any Contract, to reject all proposals, or to
negotiate with more than one responder.
Sealed responses must be received in the office of the Director of the Materials Management Division and time -stamped
no later than the date and time specified, at which time the names of the vendors responding to this RFP will be read.
Late responses cannot be considered. The laws of Minn. Stat. Ch. 16C apply to this RFP.
For the purpose of this RFP, there are six product bands identified below which may be awarded. Responders must only
respond to Bands in which they manufacture the defined product. The State of Minnesota intends to establish multiple
awards per band. The State of Minnesota reserves the right to eliminate any bands from the final award.
Band 1: Desktop
Band 2: Laptop
Band 3: Tablet
Band 4: Server
Band 5: Storage
Band 6: Ruggedized Devices
The Master Agreement(s) resulting from this RFP will replace the current State of Minnesota WSCA/NAPSO PC
Contracts awarded in 2009. Information on these contracts is available at http://www.mmd.admin.state.mn.us/wsca/2009-
2014 contracts.asp.
All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-
NASPO with the approval of the State Chief Procurement Official. Upon final award of the overarching Master
Agreements, Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States.
Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in
their Participating Addendum as allowed by the Master Agreement.
This RFP will result in a Master Agreement. The Master Agreement contract terms will begin on the date of contract
execution, to 24 months after the date of contract execution, with the option to extend up to 36 months, upon agreement
by both parties. Participating States will have the option to participate and further refine their Terms and Conditions
through a Participating Addendum.
SECTION 1: SCOPE OF WORK 1 2014_0122
B. OBJECTIVE
The objectives of this RFP are to:
Obtain greater volume -based price discounts for quantity one purchases by leveraging the purchasing power of
multiple states and their political subdivisions.
Obtain competitive pricing for specific standard configurations through a Premium Saving Package (PSP)
program
Reduce contracting costs for each participating state through a cooperative competitive procurement process
Proposers will provide an initial discount for a quantity of one unit. Proposers are to base discounts on the collective
volume of potential purchases by the numerous state and local government entities. The objective of the procurement is
to consolidate spend for participating entities to receive highly competitive pricing at the quantity one unit. In Calendar
Year 2012, there was approximately $2,249,935,555.39 of spend. Further bulk/quantity savings are obtained when
additional quantities are requested. Participating States and political subdivisions are encouraged to continually re -
compete and obtain quotes for further quantity discounts among the awarded vendors to obtain the lowest price.
The awarded Contract Vendors should realize significant savings by managing a single comprehensive Master
Agreement establishing common terms, conditions, pricing and administrative structure.
C. WSCA-NASPO BACKGROUND INFORMATION
Since 1993, the Western States Contracting Alliance (WSCA) served as the primary cooperative purchasing arm of The
National Association of State Procurement Officials (NASPO) and encouraged, fostered, and guided participating
members to work collaboratively in an effort to create true procurement cooperatives.
NASPO has formed a subsidiary entity, the WSCA-NASPO Cooperative Purchasing Organization (WSCA-NASPO), LLC
to manage its WSCA-NASPO national cooperative purchasing program. The LLC was formed in October of 2012 and
began operating officially on January 1, 2013. A 21 -member Management Board has been appointed to oversee the
operations and activities of the new organization.
WSCA-NASPO represents a unified, nationally -focused cooperative purchasing program that will leverage the collective
expertise and experience of WSCA and NASPO, aggregate the demand of all 50 states, the District of Columbia and the
five organized territories, and their political subdivisions and other eligible entities, and help spur innovation and
competition in the marketplace.
D. PARTICIPATING STATES
Apart from the Lead State conducting the solicitation, the states listed below have signified their intent to participate in the
Master Agreement(s) resulting from this RFP. These States are considered Participating States for the purposes of this
solicitation and its resulting contracts(s). WSCA-NASPO experience has shown states that have participated in previous
WSCA-NASPO solicitations will continue to participate in subsequent solicitations. WSCA-NASPO is still in the process of
gathering Intent to Participates from the current participating states for this Solicitation and will be added through an
addendum process. Additional states may decide to participate during the course of this solicitation or after the Master
Agreements have been awarded.
Some State specific Terms and Conditions are provided in Section 6. These are for informational purposes only and
will be negotiated with individual States after award of the Master Agreement. All States reserve the right to add additional
terms and conditions to a participating addendums.
SECTION 1: SCOPE OF WORK 1 2014_0122
Intent to Participate Notices have been received to date from the following States:
Alaska
Arkansas
California
Colorado
Connecticut
Delaware
Georgia
Hawaii
Idaho
Indiana
Iowa
Kansas
Louisiana
Maine
Massachusetts
Minnesota
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
North Dakota
Oklahoma
Oregon
Rhode Island
South Carolina
South Dakota
Tennessee
Utah
Vermont
Washington
Wyoming
SECTION 1: SCOPE OF WORK 1 2014_0122
Current States Participating Sales Volumes for Calendar Year 2012:
WSCA-NASPO Computer Equipment, Peripherals & Related Services (MN
AL
$
1,991.58
AK
$
24,884,137.39
AZ
$
122,381,318.74
AR
$
62,658,846.17
CA
$
404,480,102.37
co
$
75,872,058.49
CT
$
28,836,220.63
DE
$
23,509,996.64
FL
$
132,505,135.81
GA
$
130,038,621.09
HI
$
28,997,688.94
ID
$
31,482,975.19
IL
$
19,257,318.80
IN
$
179,972.91
IA
$
40,306,892.81
KS
$
45,893,491.19
KY
$
23,441,498.83
LA
$
85,333,419.12
ME
$
849,845.49
MD
$
4,487,490.52
MA
$
71,782,524.97
MI
$
16,171,200.29
MN
$
120,195,299.91
Ms
$
933.00
Mo
$
22,025, 159.85
MT
$
13,309,651.01
NE
$
29,261,413.77
NV
$
47,743,617.59
NH
$
9,098,920.23
NJ
$
272,610,471.34
NM
$
38,547,219.37
NY
$
133,791.94
NC
$
13,974,511.45
ND
$
10,568,665.27
OH
$
47,619,206.76
OK
$
41,259,365.85
OR
$
47,675,346.81
PA
$
21881,183.44
RI
$
10,995,869.42
SECTION 1: SCOPE OF WORK 1 2014_0122
sc
$
127,553,244.51
SD
$
18,202,443.15
TN
$
2,926,492.79
WY
$
14,746,570.36
AS
$
DC
$
3,269,745.16
GU
$
13,780.52
MP
$
PR
$
VI
$
$
2,249,935,555.39
E. PRODUCT BAND DEFINITIONS
This RFP is divided into six (6) hardware product bands. Each band includes related peripherals and services. All
products and services offered within each band are subject to the restrictions provided in the Product Restrictions Section
of this RFP. With the evolution of technology bands will be flexible and may be redefined during the course of the contract.
BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop
computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor and
3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients,
all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the
Product and Service schedule for this band
BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point
device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a
rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin
clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops.
Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be
included in the Product and Service Schedule for this band
BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of
control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the
Product and Service Schedule for this band.
BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to
serve the needs of the users of other computers on a network. This band also includes server appliances. Server
appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking
components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product
and Service Schedule for this band.
BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN
switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included
in the Product and Service Schedule for this band.
BAND 6: RUGGEDIZED DEVICES Ruggedized refers to devices specifically designed to operate reliably in harsh usage
environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Ruggedized
Devices may also be offered under bands 1-5 of the Master Agreement.
Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers,
audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client
applications such as routers, switches. Software is an option which must be related to the purchase of equipment and
subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options
and may be offered in any related band.
SECTION 1: SCOPE OF WORK 1 2014_0122
F. CONFIGURATION DOLLAR LIMITS
1. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating
States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement
Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating
State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service
Schedule.
The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the
purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of
$100,000).
ITEM
CONFIGURATION*
Server
$500,000
Storage
$500,000
Desktops
$ 10,000
Laptops
$ 10,000
Tablets
$ 5,000
Peripherals
$ 5,000
Services
Addressed by each State in participating addendum
* Configuration is defined as the combination of hardware and software components that make up the total functioning
system. Software purchases are considered a part of the configuration limit of the equipment.
SECTION 1: SCOPE OF WORK 1 2014_0122
G. RESTRICTIONS
The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in
their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these
modifications to the State's Product and Service Schedule.
a. Software
1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment
configuration limits.
2. Software is an option which must be related to the procurement of equipment.
3. Software must be pre -loaded or provided as an electronic link with the initial purchase of equipment.
4. Software such as middleware which is not always installed on the equipment, but is related to storage and server
equipment (band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment,
b. Services
1. Services must be related to the procurement of equipment.
2. Service limits will be addressed by each State.
3. Wireless phone and internet service is not allowed.
4. Cloud Services including acquisitions structured as managed on-site services are not allowed.
5. Managed Print Services are not allowed.
c. Third Party Products.
1. Contract Vendors can only offer Third Party Products in the bands they have been awarded.
2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA-NASPO Master Agreement unless approved by the Lead State.
d. Additional Product/Services
1. Hardware and software required to solely support wide area network (WAN) operation and management are not
allowed.
2. Lease/Rentals of equipment may be allowed and will be addressed by each State.
3. Cellular Phone Equipment is not allowed.
4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief
Procurement Officer.
1 SECTION 1: SCOPE OF WORK 1 2014_0122
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
A statement of acceptance of the proposed Master Agreement Terms and Conditions, unless taken exception to, as
specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.
A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS
B. WSCA-NASPO TERMS & CONDITIONS
C. MINNESOTA TERMS AND CONDITIONS
D. FORMS
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS
ACCEPTANCE OF TERMS AND CONDITIONS The contents of the RFP and the response of the successful
responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition
action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to,
as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented.
The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is
solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which
fails to comply with this requirement may be disqualified as nonresponsive.
All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will
apply to any Master Agreements entered into as a result thereof.
2. CONFLICT OF TERMS/ORDER OF PRECEDENCE:
1. A Participating Entity's Participating Addendum ("PA");
2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions)
3. The Solicitation; and
4. Accepted portions of Contract Vendor's response to the Solicitation, as modified in any proposal revisions (if
permitted)
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing
and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents
subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception
has been negotiated.
3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify
the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the
directions on the addendum. Addenda will be numbered consecutively in the order they are issued.
4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for
separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will
receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple
responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders.
The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re-
issue the solicitation, whichever is in the best interest of the Lead State.
The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or
designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by
the Commissioner of Administration and the WSCA-NASPO Management Board.
5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other
deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as
specified in the introduction, of such error and request modification or clarification of the document. This notification is
due no later than seven calendar days prior to the proposal due date and time.
Responders are cautioned that any activity or communication with a State employee or officer, or a member of the
Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its
response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the
Acquisition Management Specialist listed in the Solicitation documents.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014 0122
6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that
contain conflicting, false, or misleading statements or that provide references that contradict or do not support an
attribute or condition stated by the responder, may be rejected.
7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and
the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal
questions, general issues, or technical issues regarding this RFP to:
Susan Kahle
Acquisition Management Specialist
Department of Administration
Materials Management Division
50 Sherburne Avenue
112 Administration Building
St. Paul, MN 55155
Fax: 651.297.3996
E-mail: susan.kahle @state.mn.us
8. DISPOSITION OF RESPONSES. All materials submitted in response to this RFP will become property of the Lead
State and will become public record after the evaluation process is completed. The evaluation process is complete
when negotiations with the selected vendors are final. If the responder submits information in response to this RFP
that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat.
§ 13.37, the responder must:
a. clearly mark all trade secret materials in its response at the time the response is submitted;
b. include a statement with its response justifying the trade secret designation for each item; and,
c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless
the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the
party requesting the materials, and any and all costs connected with that defense. This indemnification survives
the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that
this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead
State will not consider the prices submitted by the responder to be trade secret materials.
9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is
not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master
Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master
Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from
the time the notice of the intent to award is issued. This notice may be made by any of the following methods:
notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The
Lead State will respond to any protest received that follows the above procedure. For those protests that meet the
above submission requirements, the appeal process is, in sequence: The responsible Master Agreement
Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director.
10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel
document. To download the document you must type or copy and paste the URL address listed below into your
browser address line. When the document file opens, use the "Save As..." feature to save the document to your
computer hard drive or other media. If you use the URL address listed below as a link, you will be unable to save the
document to your hard drive or other media.
Please type or copy and paste the following URL address into your browser:
e
Version dated 01/22/2014 provided via addendum 12 includes revisions resulting from addenda.
If you need assistance please contact our HelpLine at 651.296.2600.
11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of
Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire
agreement of the parties to the Master Agreement.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the
undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the
submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any
part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal
and binding Master Agreement between the undersigned vendor and the State of Minnesota.
13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it
takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall
not be viewed as an exception unless the responder specifically states in the response that its proposed changes are
intended to supersede the terms and conditions.
RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY
DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE
GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS
AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED.
A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions
and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or,
b. gives the Lead State something significantly different from that which the Lead State requested.
14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered
nonresponsive and may be rejected.
15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in
writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a
signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the
transmission is confirmed by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the Lead State shall be addressed as follows:
Susan Kahle susan.kahle(o)state.mn.us
Acquisition Management Specialist
50 Sherburne Avenue
112 Administration Bldg.
St. Paul, MN 55155
16. PRE -PROPOSAL MEETING. A pre -proposal meeting will be held for all interested responders to review any
concerns regarding this Request for Proposal. Attendance at this meeting is NOT MANDATORY, but is strongly
recommended. See Schedule of events for date and time. To register for webinar:
https://amrmsevents.webex.com/ainrmsevents/onstage/2.php?d=663850855&t=a
17. PROPOSAL PREPARATION. Responses are to be prepared and presented in the same sequential order as the
questions are presented in this document. Responses deviating from the request for proposal format and organization
may be removed from further consideration. Responses are expected to provide a straightforward and concise
description of the responder's ability to meet the requirements. MARKETING MATERIALS WILL NOT BE ACCEPTED
AS A RESPONSE.
The response to this Request for Proposal (RFP) must be returned sealed. Sealed responses must be received in the
office of the Director of the Materials Management Division and time -stamped no later than the date and time
specified in the schedule of events, at which time the names of the vendors responding to this RFP will be read. Late
responses cannot be considered. The laws of Minn. Stat. Ch. 16C and all other applicable laws apply to this Request
for Proposal.
NARRATIVE RESPONSE
• UTILIZE DOUBLE SIDED PRINTING - DO NOT INCLUDE UNNECESSARY BINDERS
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
• CLEARLY TAB AND MARK EACH DOCUMENT ACCORDING TO SECTIONS 1-6 AS NOTED IN THE
TABLE OF CONTENTS.
Submit 1 ORIGINAL and 3 COPIES of the narrative response. Submit an electronic version in a searchable .pdf and
also an unlocked word document.
The original copy of the response must be signed by an authorized member of the firm and marked Original.
Do not include the COST PROPOSAL in the narrative response. The Cost proposal are to be submitted sealed
and separately.
COST PROPOSAL
• SUBMIT SEPARATELY FROM NARRATIVE IN SEALED ENVELOP CLEARLY MARKED COST PROPOSAL
Submit 1 ORIGINAL PRINTED COST PROPOSAL in a separate sealed envelope marked Cost Proposal. Submit
an electronic version in a searchable .pdf, word and an unlocked EXCEL document.
Responses are to be sealed in mailing envelopes or packages with the responder's name and address clearly written
on the outside. Once the RFP is awarded, the original copies will be kept, but all other copies and the electronic
copies may be destroyed.
Costs for developing a response to this RFP are entirely the responder's responsibility and shall not be chargeable to
the State of Minnesota or to any agency thereof.
This Request for Proposal does not commit the Lead State to award any Master Agreement or to pay any costs
incurred by the vendors responding. Any materials submitted may be incorporated by reference in the final Master
Agreement.
The Lead State reserves the right to accept or reject any or all responses or parts of responses and to waive
informalities therein.
All responses must be prepared as stated herein and properly signed. Address all correspondence and inquiries
regarding this RFP to the Master Agreement Administrator. THIS IS A REQUEST FOR PROPOSAL; NOT A
PURCHASE ORDER.
a. ALTERATIONS. Any alteration, particularly in the price used to determine the successful response, may be
rejected unless the alteration is initialed by the person authorized to contractually obligate the responder. Proof of
authorization shall be provided upon request.
b. An AUTHORIZED SIGNATURE is required. The response must be in the legal name of the firm or business, and
must be fully and properly executed and signed by an officer or other authorized representative who shall state
his/her title.
Proof of authority of the person signing the response shall be furnished upon request. If the responder is a
corporation, a secretarial certificate of an excerpt of the corporate minutes showing that the signing officer has
authority to contractually obligate the corporation shall be furnished. Where the corporation has designated an
attorney-in-fact, the ordinary power of attorney should be furnished. If the responder is a partnership, a letter of
authorization shall be furnished, signed by one of the general partners. If the responder is a proprietor, and the
person signing the response is other than the owner, a letter of authorization signed by the owner shall be
furnished.
FORMS MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE OR THE RESPONSE MAY BE
REJECTED.
18. QUESTIONS. Questions must be submitted in writing to Master Agreement Administrator. All questions received by
the cutoff date and time will be responded to via an addendum to official solicitation holders. Be specific and cite the
section, item and page number to which the question refers. Contact regarding this RFP with any State personnel
other than the Master Agreement Administrator may result in rejection of the response. See schedule of events for
date and time.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
Responses to questions released via addendum 3: MN WSCA-NASPO COMPUTER RESPONSES.
RESPONSES TO QUESTIONS DUE NOV 22 released via addendum 5.
19, SCHEDULE OF EVENTS. This section provides a tentative schedule of the critical project dates. Responders should
carefully examine and make certain they have a clear understanding of the requirements of the specified project
milestones and the associated dates.
September 16, 2013 Publish RFP
October 1, 2013 Optional Pre -Proposal Webinar
To register for webinar:
1:00 p.m. –3:30 p.m. Central Time e—__. ____.._ ._ .... _ �,..__..._n......1..,0,7-K,-2Q 1ZAQ C IZ
October 7, 2013 Questions Due
Due 3:00 P.M. CT Clearly reference the section and item to which question pertains.
Accepted via email to susan.kahle@state.mn.us
ORIGINAL: NOVEMBER 18, 2013 Proposal Due Date/Proposal Opening 3:00 P.M. CT
REVISED: JANUARY21, 2014 Proposal Due Date/Proposal Opening 3:00 P.M. CT
20. TAXPAYER IDENTIFICATION: The Contract Vendor shall be registered as a vendor to the Lead State in the SWIFT
Procurement System. Registration must be done online at http://www.mmb.state.mn.us/vendorresources.
1 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014 0122
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA-NASPO TERMS AND CONDITIONS
1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one
percent (0.1 % or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days
following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is
based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative
Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing
Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and
payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The
Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities
within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the
prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:
1. A Participating Entity's Participating Addendum ("PA");
2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions)
3. The Solicitation; and
4. Accepted portions of the Contract Vendor's response to the Solicitation, as modified in any proposal revisions
(if permitted)
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing
and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents
subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception
has been negotiated.
3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement
Administrator.
4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim
for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the
future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state
antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or
services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this
Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such
litigation on such claim for relief or cause of action.
5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or
delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the
WSCA-NASPO Master Agreement Administrator.
6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled
by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating
Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms
and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in
part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at
the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of
payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate
if defaults cannot be reasonably cured as allowed per Default and Remedies term.
7. CONFIDENTIALITY NON -DISCLOSURE AND INJUNCTIVE RELIEF.
7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of
providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to
Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential
or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the
performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records,
(b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity
("Confidential Information"). Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contract Vendor shall be treated in the same manner as the Confidential Information.
Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contract
Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed
by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation of nondisclosure
prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating
Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is
independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had
no access to the Confidential Information
7.2 Non -Disclosure. Contract Vendor shall hold Confidential Information in confidence, using at least the industry
standard of confidentiality, and not to 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 the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its
employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use
commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or
disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall
advise Participating Entity immediately if Contract Vendor 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
Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in
the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating
Entity, Contract Vendor 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 Participating Entity's request, Contract Vendor shall turn over to
Participating Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential
Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information
necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
7.3 Iniunctive Relief. Contract Vendor acknowledges that breach of this Section, including disclosure of any
Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in
damages. Accordingly, Participating 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. Contract Vendor
acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate
business interests of Participating Entity and are reasonable in scope and content.
7.4 Participating Entity is agreeing to the above language to the extent is not in conflict with Participating Entities
public disclosure laws.
8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master
Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a
written explanation for review by WSCA-NASPO.
In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the
use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the
order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of
paragraph 8, Section 2D, Minnesota Terms and Conditions
9. DEFAULTS & REMEDIES.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement
proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property,
which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
v. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature
of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure
the default. The Lead State shall not be required to provide advance written notice or a cure period and may
immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines
that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure
shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent
provided for under this Master Agreement.
c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the
written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead
State shall have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and
ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and
iii. Impose liquidated damages as provided in this Master Agreement; and
iv. Suspend Contract Vendor from receiving future bid solicitations; and
v. Suspend Contract Vendor's performance; and
vi. Withhold payment until the default is remedied.
d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of
default as described in this section and have all of the rights and remedies under this paragraph regarding its
participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise
specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section
and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect
to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be
construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any
Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the
Contract Vendor. Additional delivery charges will not be allowed for back orders.
11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused
by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master
Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in
accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and
effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in
accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an
order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing
Entity's State.
13. INDEMNIFICATION. DELETED SEE SECTION 2C1714.INDEMNIFICATION — INTELLECTUAL PROPERTY.
DELETED SEE SECTION 2C17
15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as
such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any
agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for
WSCA-NASPO or the states, except as expressly set forth herein.
16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity
shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have
the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but
not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating
Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
The Contract Vendor will apply the charges and invoice each Purchasing Entity individually.
17. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term
of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor
shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating
Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports.
Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a
Participating Entity's option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no
deductible for each of the following categories:
a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal
injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million
general aggregate;
b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master
Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after
notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor.
Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to
the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured,
(ii) provides that no material alteration, cancellation, non -renewal, or expiration of the coverage contained in such
policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written
notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability
insurance of the Participating Entity as secondary and noncontributory.
Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30)
calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal
certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of
insurance must expressly indicate compliance with each and every insurance requirement specified in this section.
Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result
in this Master Agreement's termination.
Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement.
18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply
fully with all applicable Federal and State laws and regulations.
19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED — SEE SECTION 2630 FOR REVISED
TERM ADDRESSING TITLE OF PRODUCT.
20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent
it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and
defenses provided by law with regard to any action based on this Contract.
If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and
exclusively within the United States District Court of the Participating Entity's State.
21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence.
22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master
Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/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 and the District of Columbia. Obligations under
this Master Agreement are limited to those Participating States who have signed a Participating Addendum where
contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the
departments or other state agencies and institutions having available funds. Participating States incur no financial
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be
permissive.
23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state
agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to
use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of
interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement
Official.
24. PAYMENT . Payment for completion of an order under this Master Agreement is normally made within 30 days
following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After
45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month
on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political
subdivision "Purchasing Card" with no additional charge.
25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to
the Participating Entity's public information laws.
26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to
Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the
Participating State and entity who placed the order.
The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement
and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect
performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity,
a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General),
and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a
Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right
shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed
by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to
evaluate performance hereunder.
Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable
Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master
Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records.
The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement
requiring the Contractor to self -audit contract obligations and that permits the Lead State Master Agreement
Administrator to review compliance with those obligations.
Records will be retained longer if required by Participating Entity's law.
27. REPORTS - SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this
solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports.
A. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the
WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at
hftp://www.naspo.orgMNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as
cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still
required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as
specified in the reporting tool).
B. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g.,
local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill -to and ship -to
locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g.,
sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item
description, including product number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO
Cooperative Development Team electronically through email; CD -Rom, jump drive or other electronic matter as
determined by the Lead State.
Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under
this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H.
C. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for
personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for
personal use to be defined in the final contract award to ensure only public information is reported.
D. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports
shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a
perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports, data and information provided under this section.
28. ACCEPTANCE AND ACCEPTANCE TESTING
A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders
under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's
published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the
Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the
Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In
the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of
Service, the Product and Services will be deemed accepted on the 31" day after delivery of Product or completion of
Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed
to by both parties in writing.
B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to
place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable
and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually
agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.
29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its
Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system
to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined
at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
30. TITLE OF PRODUCT.
OWNERSHIP
a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer
programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the
performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the
exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the
Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor
shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of
the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing
Entity.
Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights,
patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives
or originates, either individually or jointly with others, which arises out of the performance of the Master
Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the
Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract
Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts
necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable,
works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master
Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing
intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay
the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non-
exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the
products, materials, equipment or services that are purchased through this Master Agreement.
31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or
Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this
Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing.
Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default,
right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall
not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any
other term or requirement under this Master Agreement, a Participating Addendum, or order.
32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of
purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is
suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a
commercially reasonable manner, and (d) the Product is free of defects.
For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's
warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the
customer in engaging the manufacturer on warranty and maintenance issues.
Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the
Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or
replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full
amount of any payments that have been made. The rights and remedies of the parties under this warranty are in
addition to any other rights and remedies of the parties provided by law or so ordered by the court.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS 1 2014_0122
W. .-7.:-':. - ilz Aamtnistratfon tsuaaing I
50 Sherburne Avenue ':'� . e 0'
r St: Paul, MN
"D#PARTMENT OF•ADMtN13TRATIQN VOICe' 851.298.2800•
.... .. - - - VCIA. VN I.L.7l.V.7.7V .. .
MINNESOTA WSCA-NASP0 MASTER AGREEMENT AWARD:
WITH
PANASONIC.....
FOR
.:COMPUTER EQUIPMENT: (Laptops- and:Tablets i.including Related Peripherals.'':':.
& - ServiceS)
To: Panasonic System Communications CONTRACT NO: .MNWNC-124.
Company.of North America'
Two Riverfront plaza,. 6th .'floor .
Newark NJ. 07102• CONTRACT PERIOD:. April ;1,.2015, or upon final'.'
execOted
si
Contract Vendor Administrator:. :: Whiche ver is lateres,
Michelle:Chapin
g
Email:
Throu h '.March 31,, 2017
..
michelle.chapinCcilustp'ansonic.coM EXTENSION OPTION: UP T.0 36MONTHS
Phone: 973.303.7787':'
You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted:. The following '
documents, in order of precedence, are incorporated herein by reference and constitute the: entire Contract between you
and the State: 1. A Participating: Entity's Participating Addendum (?K) A Participating Entity's Participating Addendum
shall not diminish,.change, or impact the right's of the Lead State with regard to the. Lead State's Contractual relationship
with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO
Master Agreement,*1 The Solicitation; and 4, the Contract Vendor's response: to 1116 .Solicitation. These. documents shall
be- read to be consistent and complementary.:Any.conflict among thest' documents shall be, resolved by giving priority to
these documents In the.order:ilsted above.
IN WITNESS WHEREOF, the parties have caused this Agreement.tobe'duly executed intehdin to be bound'thereby.'
1. PANASONIC': 2. MINNESOTA MATERIALS MANAGEMENT DIVISION
The Contractor cerOff@s th'atthe appropriate persons) have In accordance wfth:Minn. $ta4 § 1 .03, subd. 3,
.... executed thls:Agreement on behalf of the Contractor as requir
by applicable a icles, bylaws, resof Afls, or ordinances.
By; ' By: �--�
'Donlk!W.'SiciepanlaV This: MaaterAacqernentAdpaInIsD0r
Tale: Vice President Date:
Data: .. ...
By.
3: ,::MINNESOTAGOMMISSIONER OF ADMINISTRATION
Ordelegeted representative.
Tnle: By:
Date; Data: rigina signed
MAR 12 2015
By Lucas J. Jannett
1 CONTRACT NO. MNWNC•124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER: EQUIPMENT..
�i .2014-2019:
DEA TIM NI DF A"uil5`TRAriON
:.. ...:.
.MLNNES•OTA-WSCA-NASPO MASTER AGREEMENT AWARD.
TABLE OF:CONTENTS -
TABLEOF CONTENTS... ............................... • .......................... ................. .. • ................. . ...2
:. SUMMARY........................................::.......:...........................:::...........::............................................................:::....:.:....::..:.....:.3"
EXHIBIT A = TI!: MS & CONDITIONS:.,.:, .....................:.... ..., .... ....................5
:EXHIBIT B -PRICING:.................... .. ...............................,...............:..:..:...'23
EXHIBIT B -PRICING SCHEDULE..................................:::.................................::.:.,...........................,....;.:.:,.....:.......,....25
EXHIBIT C - PRODUCT AND SERVICE: SCHEDULE (PSS) ................................................ ............I.........
..26
EDITD - WEBSI`I'C:. ................. ..;......................,:.,:......:.....................;.........................,........:2?
EXHIBIT E -ACTION REQUEST-UPDATE FORM (ARF)...............................::............................. .. ..........2$
EXHIBITF = REPORTING ... ..................... ......... ..........................,........................:.:...::..:.......................::..:.::...:,................3p 1
:EXHIBIT G - DEFINITIONS.................... .................. i...............................31
i
i
i
2 CONTRACT N0. ' MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT
PANASONIC
MINNESOTAWSCA-NASPO MASTER.AGREEMENT AWARD.:
SUMMARY
-1. BACKGROUND: :,The:State- of: Minnesota,. Department of Ad ministration,. Materials'Management Division publicly:
posted. ne' -andVVSCA-NASPOtoolperatIve Procure I ment. a Request for Proposal on behalf of the State of Min Sofa
Pro g*raM (W19QA7NASPO`y resulting in p: Master Agreement Aw6edl.-Afier evaluation: by'a multi—.state sourcing team
the solicitation resulted in this Mifines6ta WSCA-NASPQ Master Agreements. With qualified manufacturers for
Pqrriputer Equipment (Desktops, Uptops, Tablets,'Seivers, and Stofa§d, IficIudIng,r911;it9d Peripherals.&
Services). ...
The original 'golicltaiion'con'tains.the. requirements and definitions establishing the. following Product'Barids allowed on
the Master. Agreement. The configuration limits and restrictions for this Master Agreement are provided- below.
Participating Entities may revise these 'fn their - Partlel'atIrigAddenclum.- Bind's awarded are identified below:
p
Band 2. Laptop Band 3: Tablet
The original solicitation included Band 6: Ruggedized..This bdnd has been. removed and ruggedized equipment will
be-allowein b6h'ds 1?5; The original sblicitat
ion:and responses maybe Wind on the WSCA-NASPO Wbbsite.
2. EFFECTIVE DATE:* The Master Agreement . cont . ract term will beg I In* on April .1,,2016,:cr upon iinal.executed :
signatures, whichever is later, through March 31, 2017,.With the option to extend up to 36 months; :upon agreement by.
both parties -Contract Sales may'not begin until the Websitej, Product and: Ser.vico: Schedule and third party products
hiVeteen approved by the 'Master Agreement Administrator.
.3. PARTICIPATION. All authorized governmental entities In any State -are welcom a to use the resulting Master
Agreements through WSCA-NASPO. with the approval of thb:State Chief Procurement Official. Contract Vendors are
able:to. sign PArticipating.AddendUrns (PA) pt.the option of Participating States. Participating States reserve the right
to addState specific -terms:and conditions and 'modify the scope of the contract In their Participating Addendum as
allowed by the Master Agreement..,
.4. CONFIGURATION DOLLAR LIMIT$. The following configuration limits apply* to: the Master Agr6emenL, Participating:
States may define their configuration limits in:the.irp6rticloa'ti'hg.adde.ndum'.'The Participating Stit6'S* Chief
Procurement Official may-Indrease or dedrc!ase:thb configuraticiri.limits, as defined In their Parlicipating Addendum.:
The I Participating Stat . a will determine with the Contract Vendor I how to 6pprqve.these modifications to the State's
Product and Service Schedule..
The dollar limits Identified below are based on a S . INGLE computer . configuration. iguration. This is a NOT a restriction.on . the -
purchase of multiple configurations (e.g. an-entltycould purchase 10. laptops @ $10,000 fora.total purchase prIce:6f
$100,000),
'
ITEM CONFIGURATION*
rvef $600,000:
Storage -$500,000
Desktops: $:,10i000
Laptops 10,000.
Tablets: $ 5,000
Peripherals 5,000
Services Addressed by each State in participating addendum
-configuration Is defined as the combination of hardware and software components that make up the total functlonlng
system. Software purchases are considered a part of the configuration limit of the equipment.
3 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT
OANA66NIC
5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further
restrictions of products in their Participating Addendum. The Participating State will determine with the Contract
Vendor how to approve these modifications to the State's Product and Service Schedule.
a. Software
1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to
equipment configuration limits.
2. Software Is an option which must be related to the procurement of equipment.
3. Software must be pre -loaded or provided as an electronic link with the initial purchase of equipment.
4. Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of
equipment.
b Services
1. Services must be related to the procurement of equipment.
2. Service limits will be addressed by each State.
3. Wireless phone and internet service Is not allowed.
4. Cloud Services including acquisitions structured as managed on-site services are not allowed.
5. Managed Print Services are not allowed.
c. Third Party Products.
1. Contract Vendors can only offer Third Party Products In the bands they have been awarded.
2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA-NASPO Master Agreement unless approved by the Lead State.
d. Additional Product/Services
1. Hardware and software required to solely support wide area network (WAN) operation and management are
not allowed.
2. Lease/Rentals of equipment may be allowed and will be addressed by each State.
3. Cellular Phone Equipment is not allowed.
4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief
Procurement Officer.
6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate In this Master
Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may
be deployed. The participating State will define the process to add and remove partners in their participating
addendum.
CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER ECUIQMENT-..:
2014-201:9.:
DEFARIMENL`.0'F AbAifflSTRATION
i
::MINNESOTA. WSCA-NASPO MASTER AGREEIIII.ENT AWARD i
i
EXHIBIT A-: TERMS & CONOITIONS :
MASTER AGREEMENT TERMS AND: CONDITIONS:'
Ar GENERAL TERMS,: CONDITIONS:&'INSTRUCTIONS `
1. ACCEPTANCE OF TERMS AND CgNDITIONS. 'The contents of the' RFP and. the response of thesuccessful
responder will become MasterAgreement contractual obligations, along with the final Master Agreement, if acquisition
action erisues:'Astatement.of aaaeptarnce of.the proposed Contract Terms and Conditions, .unless taken- exception to;
as:specified in the RFP must be inciuded:lri the response. Any suggestions for alternate language shall be:presented.
The Lead State, is under no obligation to accept wording changes submitted by the.responder: The Lead State is
solely responsible for rendering -decisions in matters: of: interpretation on all terms' And conditions. Any response which
falls to. comply with this requirement may be disqualified as nonresponsive:
Alf gerieral proposal:terrms, specifications=and WSCA-NASPQ Terms'&Conditions fomi a part of this RFP and will
apply to any Master Agreements entered into as a result thereof.
2.CONFLICT OF TERMSIORDER OF PRECEDENCE:
a... A:Participating entity's.Participating Addendum {"PA"};
b. Minnesota WSCA-NASPQ Master Agreement
c. The Solicitation including all Addendums; and
d.:': Contract Vendor's response to the Sollcitation
These=documents shall . read to be consistent and complementary. Any conflict among these documents.shail:be
.
resolved. by giving' priority to these documents in the. order listed above. Contract Vendor terms and 'cohditions that
apply to this Master Agreement are only those that are''expressly accepted by the ,Lead State and must be in writing
and attached to the Master Agreement as an Exhibitor Attachment::No other terms and conditions shall apply; .
Jnoluding terms and, conditions listed in the Contract Vendor's response -to the Solicitation, or terms listed or
'referenced on.the Contract Vendor's website, in the Contract Vendor quotation/sales order or'in similar. documents
subsequently. provided by the Contract Vendor. The:sblicitatlon language prevails unless a mutually agreed exception
has been negotiated.
3. ADDENDA.
TQ:THE RFP. Any addendum issued will, become a part of the. RFP.:The Lead State, may modify or clarify
the RFP:by:issuing one or more addenda to all parties'who have received th6 RFP. Each responder must follow the
directions on the addendum. Addenda will be numbered consecutively.in. the order they are issued.
4.: AWARD. The award of this solicitation will be based upon the total accumulated poirits as established In.the RFP; for
separate; items, by grouping items, or by total lot, and at its sole discretion the Lead State believes it will
receive the best value.,The Lead State reserves. the:right to award.this solicitation to a single.responder, or to multiple
responders, whichever is in the best interes# of the Lead State.'It is the, State's intent:to award, to multiple responders.
The Lead State reserves the right to accept all or part of an offer, to reject all, offers, to cancel the solicitation; or to re -
Issue the solicitation, whichever Is In the best interest of th.di. ad State.
The Sourcing Team will make a recommendation on the award of'this RFP. The commissioner of Administration or
designee may aceept:or reject the recommendation of the Sourcing Team. The final award decision will be. made by
the Commissioner of Administration and the WSCA-NASPO'Management Board.
5. CLARIFICATION. If a responder discovers any significant ambiguity; error, conflict, discrepancy, omission, or other
deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as,
specified in the introduction, of such error and request modification or clarification of the document. This notification is
due no later than seven calendar days prior to the proposal due date and time.
8 ' CONTRACT NO. MNWN6-124 MASTER AGREEMENT AWARD COMPUTER). ,QUIPMENT PANASONIC
i
Responders are: cautioned that arjy activity or communication with a State: employee or officer, or a member of the
Evaluation Team,' regarding this Solicitation's conterits or process;- is. strictly prohibited and may, as a result, have its
response rejected. Any communication regarding this Solicitatlon;:itscontent or proees5,:must be directed:to:the
Acqulsitlon Management Specialist listed in the S61icitation:docume* his:
6.. COMPLETION OF REVONSES.AA responsem.ay be'rejected if it is conditional or incomplete. Responses that.
contain conflicting, faire; or: misleading statements or that provlde:refer'ences that co" i dict or do not supporta'n.
attribute or condition stated by the:responder, may be rejected.
7. MASTER AGREEMENT ADMINISTRATOR..The. Master Agreement Administrator designated by WSCA-NASPO and
the State of Minnesota; Department of Administration is: Susan Kahle.: Direct all correspondence and inquiries, is
questions, general issues, or technical issues regarding this .RFP to:
Susan Kahle ....:
Acquisition Management Specialist Fax: 651.2973996
Department of Administration E-mail: susan.kahle(aDstate.mn:us . .
Materials Management Division
50 Sherburne Avenue
. 1.12 Administration Building
St: Paul, MN 55155 ,
8. DISPOSITION: OF DATA SUBMITTED: BY CONTRACT VENDOR. All materials submitted in response to this RFP
will.beeome property.df�the Lead State and -Will become public record after the evaluation process is completed. The
evaluation process is complete when negotiations with the sele:etedvendors are final.
By executing *this:Contract, the Contract Vendor certifies -and agrees that all information provided in. the Contract and :.
inyesponse to the solicitation will be made public in accordance, with. the solicitation and that nolriformation. has been:
designated Trade Secret'pursuant to the Minnesota Government Data Practices Acta "
If the Contract Vendor submits inforimation after execution of this Contract. that it believes to be trade secret materials;
as defined by the, Minnesota Government Data Practices Act, Minn. Stat. § 13,37; the Contract Vendor.:must:
a. . clearly mark all:trade secret materials at the time the information is submitted;
b.. include a statement with regard to the information justifying the. trade secret designation for each item;:and,
C.
defend any action seeking. release of the materials it believes to be trade secret, and indemnify and Bold harmless .:
the Lead State, its agents and employees, from any judgments awarded:against the Lead State in favor of the
party requesting the materials, and any and all costs connected with -that defense. This Indemnification surVives
the Lead State's award .of a Master Agreement. In submitting a response to the RFP, the. responder agrees that
this indemnification survives.as long as the trade secret materials are In, possesslon of the Lead State. The Lead . .:
State will not consider the prices: submitted by the responder to be trade:secret materials.
9.:. ' DISPUTE RESOLUTION. PROCEDURES. Any issue a responder has with the RFP:document, which includes, but Is
not'limited to, the terms; conditions, and specifications, must be submitted in writing to and received by the Master
Agreement Administrator prior 61he.opening due date and time. Any issue a, responder has with the Master
Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from
the*time the notice of the Intent to award is Issued. This notice may be:made by any of the*foliowing methods:
notification by letter, fax or email, or posted on the Materials Management website, wwvi:mmd.admin.state;nin.us. The
Lead State will respond to any: protest'received that follows the above procedure. For those proteststhatmeet the
above submission requirements; the appeal process is, in sequence: The responsible Master. Agreement
Administrator, the Materials Management Division:(MMD) Assistant Director, and the MMD Director.
10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel
document.:
11. ENTIRE AGREEMENT. A written Master. Agreement (including the contents of this. RFP and selected portions of
Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire
agreement of the parties to the Master:Agreement.
12. IRREVOCABLE OFFER. in accordance with this Request for .Proposal, and subject to all conditions thereof, the
undersigned agrees that its response to this RFP, or any part thereof, Is ad irrevocable offer for 180 days following the
submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any
6 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
part thereof, when accepted by the appropriate department and State officials In writing, may become part of a legal
and binding Master Agreement between the undersigned vendor and the State of Minnesota.
13. MATERIAL DEVIATION. A responder shall be presumed to be In agreement with these terms and conditions unless it
takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall
not be viewed as an exception unless the responder specifically states in the response that its proposed changes are
intended to supersede the terms and conditions.
RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY
DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE
GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS
AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED.
A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions
and/or specifications that:
a. gives the responder taking the exception a competitive advantage over other vendors; or,
b. gives the Lead State something significantly different from that which the Lead State requested.
14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered
nonresponsive and may be rejected.
15. NOTICES. if one party is required to give notice to the other under the Master Agreement, such notice shall be in
writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a
signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the
transmission is confirmed by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the Lead State shall be addressed as follows:
STATE OF MINNESOTA:
MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR
50 Sherburne Avenue
112 Administration Bldg.
St. Paul, MN 55155
651-296-2600
CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
MASTER AGREEMENT TERMS AND CONDITIONS
B. WSCA-NASPO TERMS AND CONDiTIIONS
1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one
percent (0.1 % or 0.001) In accordance with the Terms and Conditions of the Master Agreement no later than 60 days
following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is
based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative
Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing
Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and
payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The
Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities
within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Admin€strative Fee or the
prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
2. fIGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents:
1. A Participating Entity's Participating Addendum C'PA");
2. Minnesota WSCA-NASPO Master Agreement
3. The Solicitation including all addendums; and
4. Contract Vendor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be
resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing
and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply,
including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or
referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents
subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception
has been negotiated.
3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement
Administrator.
4, ASSIGNMENT OF ANTITRUST RiGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for
relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future
by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust
provisions), as now In effect and as may be amended from time to time, in connection With any goods or services
provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master
Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such
litigation on such claim for relief or cause of action.
5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or
delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the
WSCA-NASPO Master Agreement Administrator.
6. CANCELLATION. Unless otherwise stated In the terms and conditions, any Master Agreement may be canceled by
either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating
Entity may cancel Its participation upon 30 days written notice, unless otherwise limited or stated in the special terms
and conditions of this solicitation or In the applicable Participating Addendum. Cancellation may be in whole or in
part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at
the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of
payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in
association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate
if defaults cannot be reasonably cured as allowed per Default and Remedies term.
7. CONFIDENTIALITY, NON -DISCLOSURE AND INJUNCTIVE RELIEF.
Z1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, In the course of
providing the Product under this Master Agreement, be exposed to or acquire information that Is confidential to
Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential
8 CONTRACT NO, MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the
performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records,
(b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity
("Confidential Information"). Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contract Vendor shall be treated in the same manner as the Confidential Information,
Confidential Information does not include Information that (a) is or becomes (other than by disclosure by Contract
Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those Imposed
by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation of nondisclosure
prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating
Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is
Independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had
no access to the Confidential Information
7.2 Non -Disclosure. Contract Vendor shall hold Confidential Information in confidence, using at least the industry
standard of confidentiality, and not to 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 the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its
employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use
commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or
disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall
advise Participating Entity Immediately if Contract Vendor 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
Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief In
the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating
Entity, Contract Vendor 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 Participating Entity's request, Contract Vendor shall turn over to
Participating. Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential
Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information
necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
7.31niunctive Relief. Contract Vendor acknowledges that breach of this Section, including disclosure of any
Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in
damages. Accordingly, Participating 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. Contract Vendor
acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate
business interests of Participating Entity and are reasonable in scope and content.
7.4 Participating Entity Is agreeing to the above language to the extent is not in conflict with Participating Entities
public disclosure laws.
8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master
Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a
written explanation for review by WSCA-NASPO.
In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the
use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the
order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of
paragraph 8, Section 2D, Minnesota Terms and Conditions
9. DEFAULTS & REMEDIES.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
1. Nonperformance of contractual requirements; or
H. A material breach of any term or condition of this Master Agreement; or
iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement
proves to be untrue or materially misleading; or
Iv. institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property,
which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof;
or
v. Any default specified in another section of this Master Agreement.
CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
b. Upon the occurrence of an event of default, Lead State shall Issue a written notice of default, Identifying the
nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an
opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure
period and may Immediately terminate this Master Agreement in whole or in part If the Lead State, in its sole
discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis.
Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated
damages to the extent provided for under this Master Agreement.
c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified In the
written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and
Lead State shall have the right to exercise any or all of the following remedies:
1. Exercise any remedy provided by law; and
fl. Terminate this Master Agreement and any related Master Agreements or portions thereof; and
Ili. Impose liquidated damages as provided in this Master Agreement; and
Iv. Suspend Contract Vendor from receiving future bid solicitations; and
v. Suspend Contract Vendor's performance; and
vi. Withhold payment until the default is remedied.
d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of
default as described in this section and have all of the rights and remedies under this paragraph regarding its
participation in the Master Agreement, in addition to those set forth in Its Participating Addendum. Unless
otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described Ii
this section and have all of the rights and remedies under this paragraph and any applicable Participating
Addendum with respect to an Order placed by the Purchasing Entity. Nothing In these Master Agreement Terms
and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the
applicable commercial code.
10. DELIVERY. Unless otherwise Indicated in the Master Agreement, the prices are the delivered price to any
Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the
Contract Vendor. Additional delivery charges will not be allowed for back orders.
11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by
fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master
Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed In
accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and
effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in
accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an
order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing
Entity's State.
13. INDEMNIFICATION. DELETED SEE SECTION 2C17
14. INDEMNIFICATION — INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17
15. INDEPENDENT CONTRACT VENDOR. he Contract Vendor shall be an independent Contract Vendor, and as such
shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements,
settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or
the states, except as expressly set forth herein.
16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall
follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the
same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not
limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating
Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
The Contract Vendor will apply the charges and Invoice each Purchasing Entity individually.
17. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of
this Master Agreement, maintain in full force and effect, the Insurance described in this section. Contract Vendor shall
acquire such insurance from an Insurance carrier or carriers licensed to conduct business in the Participating Entity's
10 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
state and having a rating of A-, Class VIi or better, in the most recently published edition of Best's Reports. Failure to
buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating
Entity's option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as Indicated below, with no
deductible for each of the following categories:
a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal
injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million
general aggregate;
b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
Contract Vendor shall pay premiums on all Insurance policies. Such policies shall also reference this Master
Agreement and shall have a condition that they not be revoked by the Insurer until thirty (30) calendar days after
notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor.
Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to
the Contract Vendor's general liability insurance policy that (1) names the Participating Entity as an additional insured,
(i[) provides that no material alteration, cancellation, non -renewal, or expiration of the coverage contained in such
policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written
notice, and (Ili) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability
insurance of the Participating Entity as secondary and noncontributory.
Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30)
calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal
certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of
insurance must expressly Indicate compliance with each and every Insurance requirement specified In this section.
Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result
in this Master Agreement's termination.
Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement,
18, LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully
with al[ applicable Federal and State laws and regulations.
19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED — SEE SECTION 2B30 FOR REVISED
TERM ADDRESSING TITLE OF PRODUCT.
20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it
applies does not waive its sovereign immunity by entering into this Contract and fully retains all Immunities and
defenses provided by law with regard to any action based on this Contract.
If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and
exclusively within the United States District Court of the Participating Entity's State.
21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments,
shipping labels (if possible), packing slips, invoices, and on all correspondence.
22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement.
It Is a nonprofit cooperative purchasing organization assisting states in administering the WSCAlNASPO cooperative
purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges,
school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master
Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated
by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or
other state agencies and Institutions having available funds. Participating States incur no financial obligations on
behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive.
23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies,
political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state
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.
11 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
24. 'PAYML8NT:._:Payment for completion of an order under this: Master Agr4ement*ts: normally made within -30 days
following the date the entire order Is delivered or the:, date a -correct invoice .11sr6ceive d, whichev6r.16 later. After
45daysthe Contract Vendormayassess. overdue account charges up to 6 maximum rate of one percent per:mon.th
on'thWoutstanding balance..: Payments will be: remitted by maiI;.P6yTehts may be made via:a State or pollfidal' -
SUbdIvIsIoW'Purcha8Ihg Ceed". with no.. add itiorial"tharge.
25, PUBLIC -INFORMATION. The' ME'Istbr Agreement and all documaintseref subject to disclosure pursuant to:th
.-Particlpating Entity'spqbIll.cInformation laws, -
26. RECORDS: ADMINISTRATION AND AUDIT. The disclosure of records In. Participating States rel6ting'19 Participating
addenda and orders p!qqeq-agaInst the Master Agreement Shall be governed* by: the laws of the:PaiticlpafiRg State.
and.entity who placed the order,
... . .. .... .. .... ..
The Cont . rector shall maintainboobogies, documents,. and other evidence peOalning to thisM
ester.
.... and orders placed by Purchasing Entities under.1t.to:the extent and,in.sqch detail as shell adequately .reflect .... ...
oefterTiance and admihisthation of DavmehtS'and fees. Contradtdr'sh6ll 'permit the Lead 'State; a Participating Entity,
6 PUtchasing.E.nt!tV,'thefi§dbraI gqVeMmOnt (ihbluding.its grant awarding entities. and the U.S.' Comptr9I.1er:G6nbe6I),
and any othoirduly authorized !giant Of 9 governmental: agency, to audit, Inspect, 'examine, copy'and/or transcribe
Contractbr's'. books, documents, papers and records: directly, pertinent to this: Master Agreement:or orders placed by a:
Purchasing Entity under it - for the purpose of 'Making audits, examinations, excerpts, and transcriptions. This ilghi:
shall Survive for a period of five (5) years following termination of .this -Adreement or final. payment for order
9 q.0 pieced
6
by a Purchasing Entity against this: greement, whiche dr lis'later, to assure compliance with the t rm
S:hereof or to
evaluate: perform ance hereunder:
Without limiting any otherromedy avallable,to any:governmental entity; the Contractor shall reimburse the applicable
L 'State: -Purchasing Entity for an: overpayments. Inconsistent with the terms of the Master
ead Participating Entity; or
Agreement:or orders or underpayment, of fees found as 6 result of the exdrh.J6a*tIon*of the Contra c't r cords.
::.' The: rights and obligations herein right exist. lhaddition to any quality assurance obligation In the Master Agreement:
requiring the Contractor to self -audit contract obligations and that permits the -Lead State'Master Agreement
Administrator to:rbview compliohce:Wth those obligations.:
Records s will be ret4lnQd: longer if required. by Participating Entity's law.:
n y
27. REPORTS'-. SUMMARY AND DETAILED USAGE.:, In addition to other reports. that may be required ;byjhls
Solicitation: the Contract. Vendor shall provide. the following WSCArNA POtdports-,
a'.- Summary Sales Data. The Contractor shall submit quarterly sales reports. directly to.WSCA-NASPO using the:
WSCXNASPO Quarterly Saies/Ad milnistrative Fed-ReportIng Tool found -at. . a
httr)://wWw:n6spo.orqMNOPO/C616ulator.aspx.: Ahy/ailf sales. made. under the contract shall be reported as
cumulative totals by.st6to. Even if Cohtraidt.6,t,6xperlences.ier6.6ale§ during a calehdifqdarter, a report -is still.
..required.. Repotts Shall be due. no later than the last day of the month following the:end:of'the calendar quartef:(as
specified In the reporting tool).,
b.. Detailed Sales Data;. Contract Vendor shall also sales data by: state; entity/dustome'r type; e.g.,
local government,' higher education, K12, non-profit; Purchasing . Entity name; Pur.chas*lng'*: Entity bill -to and ship -to
-'locations; Purchasing Entity and Contract Vendor Purchase Order fdentifier/nwmb6r(s);'rurchase. Order Type
(e.g.; sales order, credit, return- upgrade, determ'166d'by Industry practic'64: Purchase Order -date; Ship Date; and
line Item description,, Including -product number. If Used. - The. report. shbll' be Submitted In. any-f&m 'r6quired,by.the
solicitation, Reports a . re: due on a quarterly, OcIsIs and must be received by the Lead. State no laterthah the -last
day of the month following the:end. of:thei reporting period. -Repotts shall. be delivered to. the Lead State and to the
WSCA-NA,8P.0 Cooperative Development Team electronically through email; CD -Rom, Jump p :or other
matter atter as determined by the Lead Stata.
Detailed sales data reports shall Include sa[es'lnformatio.n for all sales under Participating. Addenda executed
under.this' Master Agreement. The format for the detailed sales data report Is In Section 6, Attachment H.
0.'. Reportable
portable sales for the summary sales data report and detailed sales data report Includes sales to employees
for personal use where authorized by the Participating Addendum. Specific data In relation to sales to:employees
for personal use to be defined in the final contract award to ensure only public Information Is reported.
12. CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER. EQUIPMENT PANASONIC
d. Timely submission of these reports Is a material requirement of the Master Agreement. The recipient of the
reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO
shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
28. ACCEPTANCE AND ACCEPTANCE TESTING.
a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place
orders under this Master Agreement) shall determine whether all Products and Services delivered meet the
Contractor's published specifications (a.k.a. "Specifications"), No payment shall be made for any Products or
Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every
effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or
completion of Service. in the event that the Contractor has not been notified within 30 calendar days from delivery of
Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of
Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms
have been mutually agreed to by both parties In writing.
.b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum
to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is
applicable and/or required for the purchase. The terms In regards to acceptance testing will be negotiated, in writing,
as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance In the Contract shall
prevail.
29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its
Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the
system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system'
Is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
30. TITLE OF PRODUCT.
OWNERSHIP
Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer
programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the
performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the
exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the
Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor
shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of
the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing
Entity.
Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights,
patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives
or originates, either individually or jointly with others, which arises out of the performance of the Master
Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the
Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract
Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts
necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable,
works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master
Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act.
Notwithstanding the above, the Purchasing Entity will not own -any of the Contract Vendor's pre-existing
intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay
the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, Irrevocable, non-
exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the
products, materials, equipment or services that are purchased through this Master Agreement.
31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing
Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master
Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing.
Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default,
13 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall
not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any
other term or requirement under this Master Agreement, a Participating Addendum, or order.
32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of
purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is
suitable for the ordinary purposes for which such Product Is used, (c) the Product is designed and manufactured in <
commercially reasonable manner, and (d) the Product is free of defects.
For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's
warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the
customer in engaging the manufacturer on warranty and maintenance issues.
Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the
Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or
replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full
amount of any payments that have been made. The rights and remedies of the parties under this warranty are in
addition to any other rights and remedies of the parties provided by law or so ordered by the court.
14 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
MASTER AGREEMENT TERMS AND, CONDITIONS:
C: MINNESOTA TERMS AND CONDITIONS
1. ACCEPTANCE OF: PROPOSAL. CONTENT. The contents. of thls'RFP and Selected portions of response of the
successful Proposer will become contractual obligations, algng with the final Master Agreement;
if: 'c action
ensues. TheLead State.is, soleiy responsible for rendering the decision in matters of interpretation'of all terms. and
conditions.
2. ACCESSIBILiTY.STANDARDS: The State of Minnesota has developed IT Accessibility Standards effective
September 1, 2040, which entails;.in part, the Web Con tent:Accessibility G.u)delines (WCAG) 2.0 (Level AA) and
Sectlon 508 Subparts A-D wh(ch can be viewed `at tpJ wAy mmd admin state mn.us/adf/accessibility standard:pdf.
Responders must complete the WCAG VPAT form included in the FORMS.section; of the RFP. The completed VPAT
form will be scored based on its compliance with the. Accessibility Standards; .The requested WCAG VPAT applies to.
the: responder's website to be offered under'the Contract. For products offered, VPATS are drily to be provided upon
request by the participating,entity.
Upon request by the participating ;entity, the responder-must make best effarts'to provide Voluntary Product j
Accessibility Templates: (VPATS) for all products offered in its response; Click flare for link to VPATS for'both: Section j
508 VPAT and WCAG 2.0 VPAT hStp//nin aov/o�t i3olicies-and-standards/accessibility!#.
3. ADMINISTRATIVE PERSONNEL CHANGES. The:Contract Vendor must notify the Contract Administrator of ►!
changes in the Contract Vendor's key, administrative personnel, in advance and irrwrlting: Any employee of the
upon written notice to the Conttract. Vendor.:In the, event that an employeey Is removed ' ursuant to a written re Iuest
Contract Vendor who'In;the:o inion of the-$late of Minnesota, Is unacceptable, shall: be-removed from the: ro ect
pP Q
i
from the Acquisition Management Specialist, the Contract Vendor shall have:10 Working days in which to fill the
vacancy with 66 acceptable. employee;
4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor
whenever necessary to address-changes in the terms and conditions, costs; timetable, or increased'or decreased
scope of Work. Ari approved Master Agreement amendment:means one, approved by the. authorized'signatories of the
Contract Vendor and.the Lead State as required by law.
.6. AMERICANS WiTH DISABILITIES ACT (ADA). DELETE
6.: AWARD OF RELATE'? CONTRACTS. In the anent the Lead State undertakes or awards. supplemental Contracts for
Work related to the Mester Agreement or any portion thereof, the Contract Vendor shall. cooperate fully with all other
Contract;Vendors: and the State, in all such cases. All Master Agreements between subcontractors and the Contract
Vendor shall, include a provision requiring compliance with.this section.
7.: AWARD OF SUCCESSOR CONTRACTS—In the event the State undertakes or awards a successor for work:related
to the Contract or, any portion thereof, the current Contract Vendor shall cooperate fully during the. transition with all
other Contract Vendors and the State in all such case's.'All Master Agreements between subcontractors and the
Contract Veridor'shall, include a provision requiring compliance With this section.
8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND' VOLUNTARY EXCLUSION
a. Certification. regarding Debarment, Suspension, :Ineligibility and Voluntary Exclusion — Lower Tier Covered
Transactions.
Instructions for certification:
T. - By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the
certification set out below.
2.. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly
rendered an erroneous certification, In addition to other remedies available to the federal government, the
department or. agency with which this. transaction originated. may pursue available remedies, Including
suspension and/or debarment.
15 CONTRACT NO. MNWNC.124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
3. The prospective lower tier participant shall provide Immediate written notice to the person to whom this
proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification
was erroneous when submitted or had become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause,
have the meaning set out In the Definitions and Coverages section of rules implementing Executive
Order 12549. You may contact the person to which this proposal is submitted for assistance In obtaining a
copy of those regulations.
5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract
equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, .
subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation In this
covered transaction, unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause
titled, "Certification Regarding Debarment, Suspension, ineligibility, and Voluntary Exclusion — Lower Tier
Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred,
suspended, Ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification
Is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its
principals. Each participant may, but is not required to, check the list of parties excluded from federal
procurement and nonprocurement programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render In good faith the certification required by this clause. The knowledge and information of a participant
is not required to exceed that which Is normally possessed by a prudent person in the ordinary course of
business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, If a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who Is proposed for
debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from
participation In this transaction, In addition to other remedies available to the Federal government, the
department or agency with which this transaction originated may pursue available remedies, Including
suspension and/or debarment.
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered
Transactions.
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals
is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement,
changes to the products offered. Products Introduced during the term of the Master Agreement shall go through a
formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation
of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an
expressed need. The Lead State shall require the Contract Vendor to provide a summary of Its research of those
products being recommended for Inclusion in the Master Agreement as well as defining how adding the product will
enhance the Master Agreement. The Lead State may request that products, other than those recommended, are
added to the Master Agreement.
16 CONTRACT NO, MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
In the'''eivent that the Lead -State desires to add new products and seM'6esthatare not In cifuded.1n. the original Master.
Agreement, *the Lead State requires that independent manufacturers and resellers'cooperate with. the already
established Contract Vendor in order to meet :the 'Lead State's requirements. Evidence. of the need to add products or
services should be demonstrated to the Lead State, The Master Agreement shall bemodified:vla supplemi6n.t be:
amentlment.:The Lead State will negotiate the Inclusion of the products and services'With the Contract Vendor'. No*
products:or services will be added to. the Master Agreement Without the Lead'Stato's priorapproval.
10 CONFLICT MINERALS.: 06ntract Vendor must provide information to the public on lis.Website regarding th ':sa.Of:
conflict minerals, as r6ciul�ed by Section 13(p) of the Securities: Exchange Act t:qf -.1 934,'ds amended, -and the -rules ` -
promulgated thereunder. See::ht(p-:ffi6Am.see.goytrdie'6/fifial/2012/�4-07716.'Ddf.
11. COPYRIGHTED MATERIAL WAIVER. Tho'Load State reservos'the right to use, repraduce.and publish proPP!09 In
�any'manner. necessary for. State ag.encles-gri'd local units. of governmeritto access,the responses and/or to -respond to
m'6tion pursuant in it'd to emalllng,:'
request for Jn*fo'rt10 Minnesota Governim e*n.f 0, a*ta Practices Act,:,. Including but not Urn e
photocopying, State lnt.fane.ttlfiternbt postings, broadcast faking, and direct mallin*g'. In the everiftthat the response
contains copyrIghted.6r1rddeimarked materials; it Is the respondef`6 responsibility to dbtain.pperrilssion for the. Lead:
Stdte'tb reproduce and publish the Inforniatibri,:regardless of Whe'ther.the responder is the of
the products listed In the materials. B rise, e
signing Its res'pq ..... the responder certifies. that It has obtained ail necessary
approvals for the reproduction and/or distribution of the contents of its response'and agrees to indemnify, protect,
save 'and hold the LoadState, its representatives and employees harmless from any.and' 11 claims arising from the
:
violation of this section and .agrees to pay. all legal fees incurred: by,tKe: Lead State lne
:th ' defense of any such: OQ(Ipn.
.:12. EFFECTIVE DATE. Pursuant to Minnesota law, the :M6 sterAgreement arising from this RFP shall 'be. effective upon
ft:date'of final'executibn by the Lead State, unlci8s'a l4teirdate is spedified'In the Master Agreement.
-11. FOREIGN .OUTSOURCING OF WORK: Upon request, the: Contract Vendor ls,requir'ed to 'provide. Information
Cal
regarding the: lo flon of where services, data storage', a hd/or: location of data processing under the Master Agreement
Will: be -p&rfofifi6d.'
-14. GOVERNMENT DATA PRACTICES, The Confract Vendor and the 'Lead State must comply with. the Minnesota
Goverriment Data Practices Act, Minn. Stat. Ch. 13,.(and'whpre applicable,* If. theLead State cohtracting party is part
ofthe judicial br6nch,with:the Rulesof PublIcAccess to'ReCords of the Judicial Branchpromulgated by the
.Minnesota Supreme 0ourta$ the same may-bQ amended from tir'ne1ollme) as it applies to. all data provided by the
Lead -State to the Contract
ohtract Vendor:and all data - Orbvided-to the Lead State by the, Contract Vendor, :In addition, the
Minnesota'Gov6rnment Data ftbtides:Aot applies to all data: created, collected, received, stored-, Used, maintained,
ordisseminated by the Contract Vendor In aPporda.6ce With the Master Agreement . that ls.privati), nonpublic, protected -
nonpublic, or confideritial.atAefined by the Mitini3s.ota GovernmentPaita Practices Act, *Ch. 13 (and where:applicable,
that is not accessible to. the public. under the Rules of Public Access to. Records of. the Judicial Branch)..
In.the event the Contract Vendor 'receives a requeotlo're'le'aiie the data.refer'n6d:to'In this article', theCofitract Vendor-
rilu6t1mmedlately notify the Lead State. The Lead State will give th6.Cohtract Vendor Instructions concerning the:
release of the data to the irequesting pp�rty'bibfbed the data Is released. . The civil remedies of Minn.. Stat. § 13.08,:
apply to the.rdl6ase of the data byblther the Contract Vdhdbr'or the Lead -State.
The Contract Vendor agrees to Indemnify, save, and hold the State of Minnesota, ItS.agOht and employees., harmless
from all claims arlsing'Out:of, resulting from; or in any manner attributable to any violaitl6n.of any provision of the
Minnesota -Govbr"Iment Data Practices Act (and where applicable, the Rules of Public Access to Records of the
Judicial Branch): Including legal fees and disbursements paid or Incurred to enforce this provls[6n:bf the Master
Agreement. In the everit:that the Contract Vendorsubcontracts any. or all of the work to be performed under.tfte
Mpgt6f Agreement,:the Contract Vendor shall retain responsibility undeO the terms of this. article for such work..
15. HAZARDOUS SUBSTANCES. To the, extent• that the goods. to be supplied by the Contract Vendorcontaln or may
create haz6rdous substances, harmful*physlcal agents or Infectious agents as set forth inapplicable State and federal*
laws and regulations,'the Contract Vendor - must provide Material Safety Data Sheets regarding those substances..A
copy must be Included with each delivery.
16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The:Lead State* requires. affirmative action compliance by Its Contract
Veiidbrs in accordance with Minn. Stat. §,363A.3.6and Minn. R. 5000.3400 to 5000.360.0.
17 CONTRACT NO. MNWNCA24 MASTER AGREEMENT AWARD COMPUTER, EQUIPMENT PANASONIC
a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of
goods and/or services, where the amount of your response is In excess of $100,000 requires completion of the
Affirmative Action Certification page. if the solicitation is for a contract for an indeterminate amount of goods
and/or services, and the State estimated total value of the contract exceeds $100,000 whether It will be a multiple
award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or
the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than
40 full-time employees on a single working day during the previous 12 months In Minnesota or in the state where
It has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36,
subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a
single working day during the previous 12 months must have a certificate of compliance issued by the
commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by
Minn. Stat. § 363A.36, subd.1 that did not have more than 40 full-time employees on a single working day during
the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where It
has its principal place of business and that does not have a certificate of compliance must certify that it Is In
compliance with federal affirmative action requirements.
b. Minn. Stat. § 363A.36, subd.1 requires the Contract Vendor to have an affirmative action plan for the employment
of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department
of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses
suspension or revocation of a certificate of compliance and contract consequences in that event. A contract
awarded without a certificate of compliance may be voided.
c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to,
criteria for contents, approval, and Implementation of affirmative action plans; procedures for issuing certificates of
compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review;
and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative
action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to,
parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559.
d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative
action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contract Vendor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for employment is
qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and
otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability
In all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,
Including apprenticeship.
(b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken In accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of
the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human
Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to
employ and advance in employment qualified disabled employees and applicants for employment, and the
rights of applicants and employees.
(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective
bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of
18 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to
employ and advance in employment physically and mentally disabled persons.
e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make
a good faith effort to do so Include, but are not limited to, suspension or revocation of a certificate of compliance
by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of
the Contract by the commissioner or the State.
f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat.
§ 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and Is aware of the consequences for noncompliance. It
is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into
any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat.
§ 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
17. INDEMNIFICATION. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the
Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal
fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by
the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal
remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations
pursuant to the Master Agreement.
If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will
seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity.
18. INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any materials or products
provided or produced by the Contract Vendor or utilized by the Contract Vendor in the performance of this Master
Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any
third party. In the event of any such claim by any third party against the Participating Entity, the Participating Entity
shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the
extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost,
expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against
the Participating Entity.
If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either
procure for the Participating Entity the right to continue using the materials or products or replacement or modified
materials or products. if an option satisfactory to the Participating Entity is not reasonably available, the Participating
Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and
at the Contract Vendor's expense. This remedy is in addition -to any other remedy provided by law
19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements
thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of
the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey
County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be
subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or
any breach thereof.
20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully
with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and
business registration requirements of the Office of the Minnesota Secretary of State.
21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the
following nonvisual technology access standards :
a. That the effective interactive control and use of the technology, including the operating system applications
programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
b. That the nonvisual access technology must be compatible with information technology used by other individuals
with whom the blind or visually impaired individual must Interact;
19 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
c. That nonvisual access technology must be Integrated into networks used to share communications among
employees, program participants, and the publio; and
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual
means to telecommunications or other interconnected network services used by persons who are not blind or
visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the
Information technology is being used by individuals who are not blind or visually impaired.
22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat, § 270C.65, subd. 3, Contract Vendors are required to provide
their Federal Employer Identification Number or Social Security Number. This information may be used in the
enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract
Vendor to file tax returns and pay delinquent tax liabilities, These numbers will be available to federal and State tax
authorities and State personnel involved in the payment of State obligations.
23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of Its knowledge and
belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to
organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned
activities or because of relationships with other persons:
• a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State;
• the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or
• the Contract Vendor has an unfair competitive advantage.
The Contract Vendor agrees that If an organizational conflict of interest Is discovered after award, an Immediate and
full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials
Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take
to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its
discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of
interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement
Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be
included in all subcontracts for work to be performed, and the terms "Contract,"Contract Vendor," "Master
Agreement", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the
State's rights.
24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY.
Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply
with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not
limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other
security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web)
applications. Servers shall include, but are not limited to, all of Contract Vendor's web, database, authentication,
DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a
cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date,
name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use
Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses
specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to
protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system
failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates
or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the
State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's
operations, systems, records, procedures, rules, and practices In the event of a security intrusion in order to validate
compliance with PCIDSS.
25. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall
continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the
dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the
accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to
proceed shall be borne by the responsible party.
20 CONTRACT No. MNWNC-174 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
26. PREFERENCE.
Targeted/Economically Disadvantaged.ln accordance with Minn. Stat. § 16C.16;'subds,,e': and 7, eligiblecertified
targeted group j%businesses and certified economically disadvantaged (ED) businesses will receive a 6.percent
preference on the basis of award.for.this RFP. The preference is applied only to. the first $500,000.of the response'to
the RFP. Eligible TG businesses must be currently certified by the Materials Management Division: prior to the bid
opening date and time.:
To verify TG/ED certification, refer to the Materials Management Division's web site at ..
www.mmd.admin.state:mn:usunder "Vendor Information, Directory of Certified TG/ED 1/endors.:.
To.verify TG eligibility for. preference,'refer to the Materials Management Division's website. under "Vendor
Information, Targeted 'Groups Eligible for -Preference in State PUrchesing" or call the Division's HelpLine at
651:296.2600.
Reciprocal Preference. In accordance, with Minn. Stat: §16C.06, subd 7, the acquisition of goods or services shall be:.,
allowed a preference over anon -resident vendor. from a state that glyes.or requiresa preference to Vendors, from that
state; the preference. shall be equal to the preference given or reored by the state of the non-resident vendor. If you
wish to.be considered a Minnesota Resident vendor you must claim that by filling out the Resident.Vendor Form
Included in this solicitation and include It in your response.
Veteran. In accordance with Minn, Stat. § '16C:16, subd. 6a, (a) .Except when mandated by the federal government. as
a: condition of receiving federal funds, the commissioner shall award up:to a six percent preference in the amount bird
on state procurement to certified small businessewftt are majority-owned and operated by;:
(1) recently separated veterans who have served inactive, military service,. at any time on or after -September 11,
2001, and who hav&been discharged under honorable conditions from active service, as indicated by -the'':
person's United'States Department of Defense form DD-214:or by the commissioner of veterans affairs;'
(2) veterans with service -connected .disabilities, as determined at any time by the United States Department of
Veterans Affairs; or
(3) : any other veteran=owned small businesses certified under section 16CA9, paragraph (d), :.
In accordance with Wh' n. Stat. § 166:19 (d), a veteran -owned small business, the principal place of business of
which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as
being either veteran -owned small business or a service disabled veteran-owned:smail business, in accordance
with Public Law 109461 and Code of Federal Regulations,:tlile 38; part 74.
To receive a preference the'veteran-owned small .business must meet the statutory requirements above by the
solicitation opening date and time: The.preference is applied:only to the first $500,000 of the response.
if -responder Is claiming: the veteran -owned preference, attach documentation, sign and return form with
response to the solicitation. Only eligible veteran -owned small businesses that meet the'statutory.requirernents .
and provide adequate documentation will be given the'preference.
27. PUBLIC INFORMATION. Once the information contained in thd.f6sponses is deemed, public Information, interested
partles may request to obtain the public information. You.may call 651.201.2413 between the hours of 8:00 a:m. to.
4:30 p.m: to arrange this.
28. PUBLICITY. Any publicity given to the program, publications or.services provided resulting from a State contract for
. goods. or services, including :but not limited: to notices, informational pamphlets, press releases, research, reports, .:
signs and.sim'liar public notices prepared by or for the Contract Vendor, or its employees individually or -jointly with
others, or -any subcontractors, shall Identify the State. as.the sponsoring agency and shall not be released, unless
such release is a specific part of an approved work plan Included in .the Master Agreement prior to its approval by the
State's Authorized Representative and the State's:Assistant Director or designee of Materials. Management: division,
The Contract Vendor shall make no representations of the State's opinion or: position as to the quality.or effectiveness
of the products and/or services that are the subject of the Master Agreemeht without the prior written consent of the
State's Assistant Director or designee of Materials Management Division. Representations include any publicity,
Including but not limited to advertisements, notices, press releases, reports, signs, and similar, public notices.
29. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process
an individual purchase order. The Master Agreement number and. the PO number must appear on all documents
(e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract
30. RiGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to:
21 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
a. reject any and all responses received;
b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost;
c. waive or modify any informalities, irregularities, or inconsistencies in the responses received;
d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder;
e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and
f, terminate negotiations and select the next response providing the best value for the State, prepare and release a
new RFP, or take such other action as the State deems appropriate if negotiations fall to result in a successful
Master Agreement.
31, RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment
during periods of transportation, and Installation by the Contract Vendor and In the possession of the Contract Vendor
or their authorized agent.
32. SEVERABILITY. If any provision of the Master Agreement, Including Items Incorporated by reference, is found to be
illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising
under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by
such declaration or finding and shall be fully performed.
33. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and
practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject
to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a
minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize
delegate(s) to audit this Master Agreement and transactions.
34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation
of the resulting Master Agreements. These rights and duties Include, but are not limited to paragraphs:
Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law,
Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees.
35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified
and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37
22 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER EQUIPMENT
2014-20 9::::
MINNESOTA INSCA-NASPO'MASTERAGREEMENT AWARD
EXHIBIT .B -PRC G:
1. RANT) S
.() AWARDED: Band 2: Laptop Band 3: Tablet,
2. PRICE STRUCTURE. The contract employs a MINIMUM discount -off baseline price list structure with. category
exceptions for each band. The category discounts may be higher. or lower than the than :the band discoUnt..The .
minimum discount and categorized exceptions will be applied to all "quantity ane" procurements. An end user: will be
able to verify pricing using the named baseline price.list and the minlmum.disco.unts with the categorized exceptions
provided inahe: Master Agreement.
3. : PRICE GUARANTEE. These discounts must remain firm, or the discount may be inereased,'during the term of the:
Master Agreement.
4. .-BASELINE PRICE LIST. The Base Line Prlce is designated in the Pricing Discount Schedule. The:Base Line ,Price
List must be accessible and verifiable by potential end users preferably on the Contract.Vendor Webslte. AII, historic
versions of the Baseline Price List must be made available upon request pursuant to the audit provisions
6. PRODUCT AND:SERVICE SCHEDULE (PSS)- The Product:and Service Schedule (PSS) identifies a complete listing
of all products and services-1ncluded in the awarded Master Agreement: The PSS serves as the Contract Catalog: .
i'he P.SS will be submitted:to the Lead State following contract'award and must be approved by the Lead
State prlor to the start of any sales.*. The PSS must.be available on the Contract Vendor website for end users to
verify pricing based on the minimum discounts with category: exceptions provided, off a designated :base ilne price list.
The: Contract Vendor will wbrk with each State to develop a satisfactory PSS reflecting the individual States
restrictions
6. CHANGES TO.T.HE PSS: Contract Vendor Will request:changes to the PSS utilizing an Action Request.Form (ARF)
.Submittals will be reviewed by the Lead State :quarterly. Obsolete,and discontinued products will be removed;
7. BULKIVOLUME PRICING: Further bulk/quantity savings may be obtained when additional quantities. are requested.
Additional: savings are expected when competing awarded vendors for volume pricing.
8..: PROMOTIONAL OFFERS. Contract Vendors may provide promotions far deeply discounted products based on their
inventory and sales. The Contract; Vendors will be responsible to market these offers.
9. PREMIUM SAVINGS PACKAGEPROGRAM. Contract Vendors,participating in the Premium Savings Package
(PSP) Program will commit to the standard cbrifigurations. The standards currently are refreshed every six months
(May and. November). Refresh schedule is subject to change. See current configurations:
http://www;whogp..com/index.html. 'States and other Participating Entities can choose to purchase these packages
without any signing additional documents.
10. TRADE-IN... Trade-in Programs are the option of the Participating Entity. The Participating Addendum by each State
may address the allowance of Trade -Ins.
11: SERVICES. Services are at the. option of the Participating Entity. The Participating Addendum by each State may
address service agreement terms and related travel,
23 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
12. LEASING, The Discount schedule will indicate If the Contract Vendor provides leasing. Participating Entities may
enter In to lease agreements if they have the legal authority to enter Into these types of agreements. The Participating
Addendum by each State will identify if and how leasing agreement terms will be conducted.
13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address,
receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations In which the
"deliver -to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person
specified on the PO without additional cost. If there is a special case where Inside delivery fee must be charged, the
Contract Vendor will notify the customer lh advance in order for the customer to determine If the additional cost will
affect the decision to utilize the Contract Vendor.
14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order,
unless otherwise agreed to by the ordering agency.
24 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
CATEGORY WCRK. 23P2 -3%
CATEGORY EXCEPTION: Arbitrator 2 * 3P3
11
CATEGORY EXCEPTION: WhIteboard Accessories .. ... .. 23P4.: 13%
CATEGORY EXCEPTION: Promotions Value Items 23PP.
IMPORTANT: Them! nim Urn dJscoUnt IS provided.,, refer to. Contract Vendor's; Web$ Ito for any additional discounts and reqUost a quote for
bdik/volurne discounts. All prlqe§ shall be FOB Destination; prepaid and allowed (with freight Included In.the price). If there. Is a.spe61al case
w . here . Inside delivery fee must be'charpedi the Contract Vendorwill, notify the customer jn advance.
CATEGORY EXCEPTIOW Promotions - Value Items TP 5%;
ccidental. dArneige:11 10. Ime
ge, Lo Tagging $60; Installation $1320*
ri
5. LEASING
PartlolpatIng-71RIdendurn may Identify If and how leasrn-13 a0reernent-terms WIll be conducted.
a.: Quarterly
-promotions of'eddltlonal 6-8%.
b. For Fully Ruggedized Equlprribnt additional quantity discounts will apply: CITY 60: 2% (Le. 9%+2%=11%) QTY: 100 .4% over 100.
call for quote Based on each end user customer on a par4r6nsection basis.
c. Discounts on'Peripherals:
Multimedia Pro Displays: 22% Projectors Large Venue:.: 48% Projectors – Installation.. -486/6
Projectors – Portable: 38% Skurity:pameras & Acc6Asorles: 26% Scanners – personal: 20%
Scanners-Departmental': 35% Scan ners-Workgroup: 30% Scanners-Production: 30%
Scanners-Accessbrles: 30% Whiteboards-blectrohle: 27% Whiteboards4interactive: 29%
d. Volume Discount of $50 per Unit on Peripherals named below based ori end User customer purchase on a per transaction basis. For end
user customer purchasing 50 units or more an additional $.50 discount will be applied to each unit for the following Items:.Security Ipro
Cameras, Installation DLP Projectors,. 80" displays, Handheld ProAV Cameras, Departmental Scanners, Interactive Whiteboards.
25 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER EQUIPMENT
2014-2019:
MINNESOTA WSCA-NASPO MASTER AGREEMENT: AWARD
EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS)
Service Schedule (PSS) do is and
MAINTAINING THE PSS. The Product and.. Identifies a complete listing of all prod
1 46A A A RA +e%r AAr;nnryf6n+ The PSS Serves as the WSCA-NASOb Contract Catalog. the
CAVY0 W : 00
burviuut included
pSS will be submitted to the Lia'ad State following:contraot award and. must be approved by the Lead State
prior -to, the* start, of any:sales. The 08S must be av'alla'bleion the. Contract Vendor website for end users to verify -
pric(6g based on the minim - 6m discounts with category exceptions . provided rovided off a designated base line price list.. The
Contract Vendor will work With each $tate'to develop a. satisfactory PSS -reflecting the -Individual States restrictions:
. ..q ry e
Vendor will work to develop a PSS satisfactory to the Lead Stat 'o.rlbr to the
start of sale: S and
The Contradt' e.
containing the following Information'.
6. Band number
b. Part # -!,SKU #
c. Manufacturer
d.. Descri on
.6. Minimum Discount
f. category. Code: (This' code will.be. reflhed during the approVM'pr6cess).
g. Othet:fIbIds approved by the Lead State
2. -_0HANOES TO THE PSS: Contract Vendor wlll:re*quest changes to the* PSS utilizing an Action Request Form.: (ARF)
Submittals will be reviewed by the Lead State quarterly, Obsolete and discontinued products will be removed.
.3. FORMAT: The -format for the final: product and Service 'schedule will be approved within 30 days of contract award.
'Suggested format Is provided below:
MANUFACTURER NAME PATE:
BASELINE PRICE LIST:
LINK:.
BAND
Part # - SKU#
MANUFACTURER
DESCRIPTION-.
-MINIMUM-
DISCOUNT
CATEGORY'
CODE
1
-XYZ
ABC
''DESKTOP
60%.
11M
:2
550
ZZZZZZZ
LAPTOP CART
.10%
2TM
3
123A-
ABC
SUPER TABLET::
26%
3A
4. THIRD PARTY PRODUCTS: A list of third party products is to be:submitted to thd Lead -State. Approval'must-be
received . from the Lead State prior to adding third party products to the Product and Service Schedule. Masf.6r,
'Agreement:restriction s of third party products include;
a. Contract Vendors can only-6ff . er Third Party Products . In the bands they have been awarded.
lo: Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota
WSCA-NASPO Master Agreement unless.approved by the Lead State.
c. The Contract V6ndorwfll assign the manufacturer or publisher's warranty: and maintenance. The Contract Vendor
will provide warranty and maintenance call numbers and assist the customer In engaging the manufacturer on
warranty and maintenance issues.
d'. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form.
e. The approved Third Party Product list will be clearly posted on'the Vendor provided website and updated as
products are approved.
. i
26 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD comOuTER EQUIPMENT PANASONIC
MINNESOTAWCA.NASPOVASTER AGREEMENT AWARD
EXHIBIT: L - WEBSITE:
1. IMPLEMENTATION. Within:30 calendar days of Master Agreement award, the Contract.V.endor must provlde.a.
sample URL of the Master Agreement webpage to the Lead.State for review'arid'approval. The Load: State will review*
and determine acceptabllity of the website format and data. If the Information is determined to bounacceptable or
Incorrect, the Contract Vendor will have 15 calendar days to provide -revisions to the Lead .State. 'Once the webslte'is
approved, the Contract Vendor may not make material changes to the y+ ebsite without notifying the Lead State and
recelvirig.written apprbVal of the changes utilizing the Action Request Form. The Contract Vendor must -continue to
monitor and update the website throughout the life of the.contract, Periodic audits may be conducted to ensure
.websites are updated and Contract Vendors will be expected to.correct deflclencles. .
2.'- WEBSITE.CONTENT. The website must be separate.from the 'ContractVendor's commercially available (i.e.; public).
on-line catalog, and ordering systems. Contract Vendor agrees to pursue design of a website to Include the items
listed below; The Lead.State will reVlew and. determine acceptability. of fhe website format and data as stated, in Item 1
:above.
:. .:.. . .
a) Baseline Price List: and historic versions
b) Approved'Product and Service'Schedule (PSS)
a).. Product specifications,.pricing, and configuration' aids for -the major product categories proposed that can be used
to obtain an on-line quote
d) ' Thlyd Party Product list will be. clearly posted on the Vendor:provided website.and updated as products are
approved . ..
p).. Link to the WSCA-NASPO EmarketCenter
f) Online ordering capabllity with the ability to remember multiple ship to locations If applicable to product
g) 'Contact Information for order placement,. service concerns (warranty and maintenanee);.problem reporting,'and
billing. concerns
h) Sales: representativesfor participating entities
i) Purchase order tracking:
:J) -Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled
maintenance
k) Additional Terms may not be:posted on the Website without written approval.of the Lead State
1): ' Link to the WSCA=NASPO EmarketCenter if a State is participating
m) Information on accessibility and accessible products
n) If participating in Premlilm Sayings Package Program.,: lead with these products and display prominently on the
website..
9). Links to environmental certificatlon; including but riot limited to: take-back/recycling programs,
p)., Information regarding the use of Conflict minerals, as required.by. Section 13(p) of:the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder. See: httij,//www.sec.qovlruleg/final/*2012/34-67716'.Od
q) Service options, service agreements for negotiations when allowed by a participating addendum
r:) EPEAT, Energy Star, etc.
s) ::Link to Signed Participating Addendums
t) ' Link to Signed Master Agreement
u) Link to solicitation and Response
3. TERMINATION Upon ,termination or expiration ofthe Master Agreement awarded from this RFP all websites, on-line
offering systems and Electronic Catalog functions supported and/or available as part of the Master. Agreement will
cease and be removed from public viewing access without redirecting to another website.
27 CONTRACT NO. MNWNC-124 MASTER AQREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER EQUIPMENT.
2014-2019,
MINNESOTA WSOA-NASPO MASTER AGREEMENT AWARD
EXHIBIT E ' ACTION REQUEST UPDATE FORM (ARF) -:
The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor.to provide
quarterly updat®sof PSS and to make requests. The Action Request Forms.may be reviewed quarterly by the
Lead: State.
DATE:
ATTN: WSCA-NASPO Mester Agreement Administrator
RE:- Master Agreement # with (Contract Vendor),
: Dear.WSCA-NASPO Master Agreement Administrator:
Contract'Vendor is providing the following update and/or
requesting the action noted below.
Action Requested:
Action Log: :. Verify Log Is attached
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
_Update of Product & Service Schedule - ::Provide summary of additions, deletions arld pricing changes.
NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED
_Quarterly:Self Audit Check thisbox to verify the Quarterly Self Audit has been. completed
Third Party Product Addition Provide warranty Guarantee
Marketing Approval Attach Materials for review
Material Website Change Describe and provide. link for review
_Miscellaneous' Inquiry Provide detail (e.g. key contact change, etc.)
The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement
and understands they maybe aiidited:for compliance: Additional information may be requested upon submission. The
Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its
sole discretion.
Contract Vendor:
Name .of Requester:
Title of Requester:
28 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
29 CONTRACT NO, MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT
PANASONIC
::COMPUTER: EQUIPMENT::..,..'got .
2014-2019.--::
:DEPAR7MENt'OF:ADMINtSTRAt1ON '
MINNESOTA.WSCA-NAS.P.O` MASTER AGREEMENT' AWARD
EXHIBIT F'': REPORTING
1.: 'OWNERSHIP: Recipient of:the reports shall:have:exclusive owdeirship of the media containing the reports.: The Lead
State and WS:CA;NASPO shall have a perpetual, irrevocable, non-exclusive,• royalty free, transferable tight to display;:. ' ..
modify, copy, -and otherwise use reports, data and information provided.
2. • DUE DATE: Reports shall•be due no later than. the last day of the:month following the end• of the calendar quarter..:
3.: REQUIRED REPORTS:"
Report Name Submitted to Purpose
_p
-
01
JanU6ry 1
March 31
Identify tptal safes and administrative fee due to WSCA-
Q2..
April 1
June 30
July 31
03
:July I. ••
Se tember 30
•October 31
04
October 1
December 31
'January 31
3.: REQUIRED REPORTS:"
Report Name Submitted to Purpose
30 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
& Submittal '
1
WSCA-NASPO Ad minfstrative.pee
WSCA-..
Identify tptal safes and administrative fee due to WSCA-
NASPO
NASPO''
itp://www.naso.og1) Go to: lWNCPO/Calculatar.asbx
2) Complete all contract report Information fields
3) Enter total sales.per State or Select "ri0 sales for quarter"
checkbox
4) Cllck.on 'Submlt button
2
WSCA-NASPO Detailed Sales-:
WSCA-
Detailed sales data, by line item. Currently via an Excel Report
NASPO
template, Future MAY involve a portal. No modifications+ may
be made:by the Contract Vendor to'the template. This report
may also fulfill the. reporting requirements of self audits, '
premium savings sales, and Bring Your Own Device Employee
Sales. .
3
Participating States
Participating
Contract Vendor may utilize the. detailed sales reportto report
State
to individual States unless otherwise directed by the State.
States may require'additional reporting.:: ..
4
Participating Addendum Status
WSCA-
Provldes:status of Participating Addendums. Excel Template
NASPO:
to be provided: by WSCA-NASPO.
5
Premium Saving Package (PSP)
PSP Lead
I.Additional reporting may be requested.
6
Quarterly Updates of PSS and Self
Lead State
Utilize the Action Request Form (ARF)
Audit
30 CONTRACT NO. MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
COMPUTER EQUIPMENT
MINNESOTA WSCA-NASPO MASTER AGREEMENT. AWARD
EXHIBIT G:�: DEFINITIONS
Acceptance. See Master. Agreement Terms regarding Acceptance and'Acoeptance Testing.::::.
Accessory. Accessories do.not extend the functionality of the computer.; but enhances the use.r.experlence I.e>i mouse
pad, monitor stand, For the purposes: of this proposal, accessories are considered peripherals,
Bands: For the. purpose of this solicitation, there are six product bands which maybe awarded. Each product band
includes related'perioherals and services. Responders must only respond to Bands In which:they manufacture the: defined
product. Responder mayseceive an award In one or more bands for:which they manufacture a product based on the.
evaluation.
BAND 1: DESKTOP. A desktop computer is a personal oomputer Intended for regular use at a single location. A desktop
computer typically comes, in several units connected together during installation: 1)) the processor; 2) display:monitor and
3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed: Zero Clients, Thin clients,
all in ones -and workstations will also be included under desktops. Ruggedized, equipment may also be: Included In the
:Product and Service schedule for this band:
BAND 2: LAPTOP::A laptop computer is:A personal computer for mobile use. A laptop includes a display,- keyboard,
pointdevice such as a touchpad and speakers Into a single unit. A laptop can be used away from .an outlet using. a '
rechargeable battery..All 'operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin
clients, chrome'books:and netbooks, Computers with mobile operating systems will also be Included under laptops.
Tablets that have the option to be utilized with a.keyboard can'be sold in. this band: Ruggedized equipment may.also be
Included in the Product and Service Schedule for this band.
BAND'S: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the. primary, means of'.
Control. All operating systems for tablets'are allowed. Ruggedized equipment may also: be Included as a category in the
.Product and Service .Schedule for this band.
BAND 4: SERVER. A server is a physical computer dedicated to run one or more services on applications (as a host) to
serve the needs of the users of other computers on a:network. This band also includes server appliances. Server
appliances have their hardware and, software preconfigured by the manufacturer:]t also Includes embedded networking
components such as.those found in'blade chassis system*.: Ruggedized equipment may also be included In the Product
and Service Schedule for-thisband.
BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN
switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also. be included
in the Product and Service Schedule for this band.
, BAND 6 REMOVED, RUGGEDIZED
EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS.
Cloud Services. Delivery of computing as a service rather than a product., whereby shared resources, software and.
Information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services
Including acquisitions structured as.managed on=site services are not allowed.)
Contract Vendor *or Contractor. The manufacturer responsible for delivering products or performingservices under the .
terms and conditions set forth In the Master Agreement. The Contract Vendor must ensure partners utilized in the
performance of this contract'adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be
utilized'in naming the relationship a manufacturer has with another company to market and sell the contract. Participating
States will have final determination/approval if a Partner may be approved for that state in the role identified by the
Contract Vendor.
Components. Parts that make up a computer configuration.
Configuration. The combination of hardware and software components that makeup the total functioning system.
Desktop. This Is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single
location. A desktop computer typically comes in several units connected together:during installation: 1) the processor,
31 CONTRACT NO, MNWNC•124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
2) display monitor:and 3) Input devices usually a keyboard and a mouse, 06siktop virtualization endpoints such as zero and
thin clients will also he Included under the Desktop Band.
•'Energy.ptar& A voluntary energy I efficleh dy program, spon : sor6d by t�q U..S, EhArorimental Protection Agency.- . The
Energy.Star program makes. Identification of energy efficient computers easy by labeling products that deliver th6:same:or
better peif6rmance as comparable models while Using less energy and savidg.monqy. Energy Star qualified computers'
and monitors.automatically power down to 15 watts or less when:not in use and may actually last lon.OeT than conventional.,
products because they spe,nd,a large portion of time in a low-power.sleep mode. For additional informatiorfon the. Energy
specifications.a list of qualifying: products, visit the Energy Star website at
Star program, Including product nd. a
http://www:enemystar.gov.....:.
EPEAT. A sy
St6rh'for Identifying more environmentally prefe ble computer deskt6'0§,'.Iaptops, and monitors. It includes an.
-ANSI, standard--: the IEEE .1680 EPEAT standard.-T� and we6site. �M.eyeat. net. td1d6hitify products rhaftufacturers have
declared* as meeting the . standard. EPEAT provides. a' clear and consistent set of performance Criteria for the desighbf
.products: It Is nota thlrd:.party certification. program, Instead,. Manufacturers ers self -certify that -their products are in -
conformance W! - -
th the: environmenta'i performance standard for electronic prodli6js,�
FOP. Destln6flo'h; ShIppin-9 charges are -included. Jn the price of the,itpm and the 6hipped.itern becomes the legal.
property and responsibility of the receiver when It reaches its destination unless there Is acceptance testing required:
F06 Inside Delivery, Special Shipping arrangements, such as inside: ddllvery,, may Include additional fees payable by
the Purchasing 'Entity, Any FOB Inside delivery must be annotated on the PurdhosihgEntity ordering, document.
;General Consulting,:. Services related to advising agencie's on how best to use. information technology to meet business
objectives. Examples of s6bliservices would include management and admJnlstration of IT'SiY*61:6ms. Each State wfll:fia've
varying -la a
w% rules, policies -and: procedures suriound1bg general co6sultingwhich need adherence, , Minnesota Statute:
section 16C.08:defines general consulting for the State of Minnesota, httos://vvvM,r6vi6or,mn.gov/statUt6s/?Id=l 6C.08
Laptop. This -is; Band 2 of this solicit6tion,,A laptop compUter-Is. 6, personal computer. for mobile use.:AJaDtop, Includes a : . ... ...
- alsplay,'keyboard, point deVice.such as a to'uchpad:6n.d speakers Into: 6'slhgle unit. A laptop can be used away from an,
outlet.using a rechargeable.battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computersvith mobile
erat
op Ing systems. will also be included under the Laptop Band...
Lead State. The.State conducting:this n
n Cooperative solicitation and centrally administering any resul(Irig,Masler
p .. .
Agreement with the' permission of the Signatory States. Minnesota Is the Lead State for this- procurement and the laws of
Minnesota Statute Chapter 16C apply to this procurement.
mahufacti.iter.: A company that, as one of Its primary business function, designs, assembleS owns the1rademark/pat6ht
and markets br'anded:computer equipment.'
Master-Agreem6rit. The underlying agreement.executed by and between the Lead State and the Contract Vendor::
MI.Odloware. Middleware is the software "glue!': that helps programs. and.databases(which- may be on different oomipyieirs)
work fo&ther. Its most basic function. is to enable communication between different pieces of software, -
Options. An It4nJ'6f equipment or a feature that may be chosbft as an additionAb or replacement for:S(4fid6rd equipment:.
*..and features. '-
Order.'A purchase order, sales order, or other do.OU.ffient used bya:PUrdhesIng Entity to order:the Equipment.
Contract Vendor
doronda Participating Participating Addendum. A written .statement of agreement signedby the:Co 9 'State or
Other Participating Entity that clariflei the operation of this Master Agreement f6Hhe Participating Entity (e.g.., ordering
procedures specific to -a Participating State) and. may add other state -specific language or other requirements. A
Participating Addendum &Id6nc.es the Participant's willingness to piur6hase. and the Contract Vendor's willingne.sd to
provide equipment under the terms and conditions of this Master Agreement with.any and all exceptions noted and
agreed upon.
Particlpatlnq'Staites: States that utilize the. Master Agrebmeritestabilshed by the RFP. and enter into Participating
Addendum which further defines their participation.
Participating Entity. A:Participating State, or -other legal entity, properly- authorized by a Participating State to -enter Into
the Master Agreeme'6.t through a Participating ting Addendum.an'd that authorizes orders from the MasterAgreement by
Purchasing Entities. Under the WSCA-NA$P0 program, 'In.sonI6. cases, localg6vemments, political 'subdivisions or other..
. entities In a Stat . a may bei.bUth6rized by the chief procurement official to execute Its own POrticipatIng Addendum. Where a
Participating
licipatirig Addendum:is. not executed by the: chief procurement official for'that state that covers.local governments,
political subdivisions, or other governmentantitles in the state*.:
Partner. A company,, authorized by the Contract Vendor, and.approved by the -Participating State, to provide marketing,
support, or other authorized contract Services on behalf ofthe Contract Vendor In accordance with the terms and conditions
of the Contract Vendors Master Agreement. In the RFP, Partner Is the term that is used to call out the many different
relationships a manufactUr6r may have with another company to market their product including, but not limited to agents,
subcontractors, partniars, fulfillment partners, channel partners,. business partners, servicing subcontractor, etc.
Peripherals. A peripheral means any hardware product thatcanbe attached to, added within or networked with. personal
computers, servers and storage. Peripherals extend the functionality of Sicomputer without modifying the core
components of the system. For the purposes of this proposal, peripheral's are defined as Including accessories,
Peripherals may be manufactured by 6 third party, however, Contract Vendor shall not offer any peripherals manufactured
32 CONTRACT NO, MNWNC-124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
by another Contract Vendor holding a: Master Agreement. The: Contract Vendors shall.provide the warranty service and
maintenance for all peripherals on the Master Agreement: Examples of peripherals/accessorles/o Alons:.Include but
are not limited to; printers,: monitors; 'rrmultifunction rinters, audiovisual equipment, instructional e. ui rnent,'cablin
P P
modems, networking to support. server, storage and client applications such as routers, switches. Software is an option.
Which must be related to th'e purchase of equipment and subject to cbhfiguration:limlts: Third party products are'
allowed to be offered as peripherals/accessories/options and may be offered In any related band..
Per Transaction Multlpie, Unit Discount. A contractual volume'discount based on*doilars.in a single purchase. order or
combination of purchase:orders submitted at one time by a Participating Entity or multiple entitles conducting a..
cooperative purchase.
Premium Savings, Packages. Deepiydiscounted standard configurations available to Purchasing Sntities'using the
Master Agreement. This specification Includes a commitment to maintain and upgrade '{keep pace with -the advance of .
technology) the standard: configurations for a stated period of time or irttervals. WSCA-NASPO reserves the right, to
expand and modify the PSP'throughout the life of the contract. .Sea"hito:liwww,wnr)sr).comrndex.,html,.
:Purchasing Entity means a state, city, county, district, other political subdivision'of a State, and a'rionproflt
organization under the laws of some states if authorized by a Participating Addendum; :that issues an order against the .
Master Agreement and becomes financially committed to the purchase,
Ruggedized. This was band 6 of this solicitation: Ruggedized refers to'equipment specifically designed to operate 'reliably,
in harsh usage environments and Conditions, such as strong vibrations, extreme temperatures and wet or dusty condltlons..:
Services. Broadly classed asinstallation/de-installation, maintenance, support,. training, migration, and-optlmization of
products offered or supplied under the Master Agreement. These types of services may include, but are not limited to:
warranty servlces, maintenance,: installation, de= installation, factory integration (software or equipment components),, •
asset management, recycling/disposal, training and certification', pre-implementatlorr design, disaster:recavery planning
and support, service desk/helpdesk,,and any other directly related technical support -service required for the effective
operation of a product offered or supplied. Contract:Vendors may offer, but participating States and entities do not have to
accept,. limited professional.services related O.NLY.to.the equipmentand configuration of the equipment purchased
through the resulting contracts. ' EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND: NEGOTIATES .
TERMS FOR: SERVICES.
Server.: This is Band 4 of this solicitation. 'A server Is.a physical computer dedicated to run. one or more services or,
applications (as a host) to serve the needs of the users of other computers on a network, This band also lncludes:seryer
appliances. Server, appliances have their hardware and software preconfrgUted by the manufacturer.. It also includes
embedded networking components such as those found in:blade chassis systeins..Ruggedized equipment may also be
Included in the Product and Service Schedule for: this band.
Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This. band
includes SAN switching necessary for:the proper functioning of the storage environment. Ruggedized equipment may also
be included Init. Product and Service ;Schedule for this band.'
Storage Area Network..A storage area network (SAN) isa high-speed special-pOrpose network (or subnetwork) that.
interconnects different kinds of data storage devices with associated data servers on behalf of i'larger network of users.
Storage as a Service (STaaS): An. architecture model by which .a provider -'allows a customer to'rent or lease storage
Space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services.
Software. For the purposes of this proposal, software is:commercial operating.off the shelf machine=readable object code •
instructions including mlcrocode, firmware and:operating system software that are preloaded on equipment. The Tarin
"Software" applies to all parts of software and documentation, including -63w, releases, updates, and modifications of
software.
Tablet. This Is'Band 3 of this solicitation. A.tablet is a mobile computer that provides .a touchscreen which acts as the
primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable..
Takeback Program. The Contract Vendor's process:for accepting the return of the equipment or other products at the.,
:end of life.
Third Party Products. Products sold, by the Contract Vendor which are manufactured: by another company,..
Upgrade..'Refers to replacement of existing software, hardware or hardware component with a newer version. :.
Warranty.' The Manufacturers general warranty tied to the product atthe time of purchase.
Wide Area Network or WAN. A data network that serves users. across a broad geographic area and often uses
. transmission devices. provided by common carriers.
WSCA:NASPO. The WSCA-NASPO cooperative -purchasing program,, facilitated by the WSCA=NASPO Cooperative
Purchasing Organization LLC, a 601(c)(3) limited liability company that is a.Subsidiary organization of the National
Association of State Procurement Officials (NASPO), The WSCA-NASPO Cooperative Purchasing Organization
facilitates administration of the cooperative group contracting consortium of state chief procurement officiais.for the benefit
of state departments, Institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school
districts, counties, cities, some nonprofit organizations, etc.) for all states .and the District of Columbia, The
WSCA NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may
be performing contract administration, functions as assigned by the Lead State Contract Administrator.
33 CONTRACT NO. MNWNC•124 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT PANASONIC
Alternate Contract Source No. 4321150D-WSCA-I5-ACS;
Page 1 of 9
1. Sc_ one:.The State of. Minnesota, Department of Administration, Materials Management Division publicly
conducted a Request for Proposal ombehalf of the State of Minnesota and the National Association of
State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master
Agreement number MNWNC-124. The Master Agreement led by the State of Mmnesota,along with a
multi-state sourcing team, was created for use by state agencies and other entities that are authorized
by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief
procurement official.
The Master, Agreement for computer equipment (desktops,Japtops, tablets, servers, and storage,
and ruggedized devices, including related,peripherals & services) identifies the product bands
awarded to the Contractor.
This'Participating Addendum {Addendum} is made and entered Into as of the°Effective Date by and
between the State of Florida (Participating State) and' Panasonic''(Contractor); This Addendum allows
for purchase of computer equipment from the Master Agreements This Addendum shall not diminish,
change, or impact the rights of the toad, State with regard to the lead State's contractual relationship
with the Contractor under the terms of the Master Agreement.
r
2. Participation; Use of specific NASPO ValuePoint cooperative agreements by ellgible users authorized
by a Participating, State's statutes are subject to the;prior approyai of the respective`State Chief
Procurement. Officer. Issues of interpretation;and°eilgibiflty for; participation are solely within the'
:authority of the State Chief Procurement Officer.
3. Order of Pregedgnce:
In the event of a conflict, the following documents shall have priority in the order set forth below:
a. This participating Addendum
b. Exhibit 2,!PUR 1000
c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC-124.
4. Participating State Modifications or Addltlons to Master Agreement:
A. Upon execution of this Addendum, all eligible users may purchase products and services under
contract using the Florida alternate contract source number 43211500-WSCA-I5-ACS.
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint'Cooperative Procurement Program.
COMPUTER EQUIPMENT, MASTER AGREEMENT
Administered, by the State of Mlnnesota ;
Master Agreement No: MNWNC-124 ,
Panasorilc
And
The State offlorida
Alternate Contract Source No. 43211500•WSCA-I5-ACS
Page 2 of 9
Eligible users acknowledge and agree to be bound by the teats and conditions of the Master
Agreement except as otherwise specified in this Addendum.
4. The following are modifications to the Master Agreement:,
a, PUR 1000 Form:, General Contract Conditions, is attached hereto and Incorporated
herein as Exhibit 2,
b.: Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to
section 287.134 of the Florida Statutes may not be awardi4or perform work es a
contractor,° supplier, sub-contractor, or consultant.under" a contract with any, public
entity; or transact business with any public entity.
c. Effective Date: This Addendumshall,become effective on the last date signe4below and
is coterminous with Exhibit 1, unless terminated earlier by the Participating State.
d. Vendor Registration and Transaction Fees: In order-to complete any transaction
bdtween,an eligible user and the Contractor; the Contractor must be registered with,the
Department of State, Division of.,Corporations (www.sunbiz:ora),and in
L401oridaMarketPlace. Section 287442(l)(h), Florida Statutes, and Rule 60A-1.031,
)Florida Administrative Code, is hereby;incorporated by reference. All transactions are
Subject to a transaction fee pursuant to the rule.
e. ` Purchases: In order to procure products and`services'hereunder, eligible users shall `
Issue purchase orders or use a purchasing cardivwch shall`reference Florida' alternate
contract source number 43211500-WSCAAS-ACS. Eligible users are responsible'for
reviewing the terms and conditions of this Addendum including all Exhibits:
f. ' Compliance with Laws: The Contractor shall comply with all laws, rules, codes,
ordinances, and licensing requirements that are applicable to the conduct of its
business, including those of federal, State, and local agencies having jurisdiction and
authority, Byway of non-exhaustive example, Chapter 287 of the Florida Statutes and
Rule f0A-1 of.the Florida Administrative Coda govern this Addendum,'By way of further
non-exhaustive example, the Contractor shall comply with section 274A of the
Immigration and NotlonalizationAct; the Americans with DisabilitiesAct, and all
prohibitions against discrimination on'the basis of race, religion, sex, creed, national
origin, handlcap, marital status, or veteraws`status Violation of any laws, rules, codes,
'PARTICIPATING ADDENDUM,
to the
NASPO ValuePaint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC-124
Panasonic
And
The State of Florida
Alternate Contract Source No, 43211500-WSCA-15-ACS
Page 3 of 9
ardinances,,orlice
nsing requirements shall be grounds for termination or nonrenewal of
this Addendum.
S. Additional Eligible User Terms: If any additional ordinance, rule, orother local
governmental authority requires additional contract language -before an eligible user
can make a purchase under this Addendum, the eligible user, is responsible for entering -
a separate agreement with the Contractor and capturing that additional contract
language therein.
h. ' Provisions of section 287.058,; Florida Statutes: The provisions of section 287.058(1)(a) -
(c), and, (g), Florkia Statutes; are Lhereby incorporated by reference.
t, Public Records: The Contractor shall411ow public access to aD'documents, papers,
letters, orother material made or received'by the Contractor,In conjunctlon with this
Addendum; unless the records are exempt from section 24(a) of Articled of,the State
Constitution or subsection 119.07(1), Florida Statutes, The Participating State may
unilaterally terminate this Addendum if the Contractor refuses to allow public access as
required in this section. M, under this Addendum, the Contractor Is providing services
and is acting on behalf ofthe public agency: as provided under subsection 119.011(2),
Florida Statutes; the Contractor must;'
;(1)!Keep and maintain public records that ordinarily and necessarily would be
required by the public agency.in order to;perform the service.
(2)Provide the public with access to public records on the some terms and
conditions that the,public agency would provide the records and at a cost that does
not exceed the cost provided in"Chapter 119, Florida Statutes, or otherwise
:provided by law,
(3);Ensure4hat public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(4) Meet all requirements for retaining public records and transfer, at no. cost; to the
public agency all public records in possession of the Contractor, upon,termination of
this Addendum and destroy any duplicate public,records that are exempt or,
confidential and exempt from public records disclosure requirements. All records
stored electronically must be provided to public agency In a format that is
compatible with the information technology systems of the public agenty
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT, MASTER AGREEMENT''
Administered iby the State of Minnesota .
MasterAgreement'No: MNWNC-124,
Panasonic
And
The state of Florida
Aitemate Contract Source No. 43211500-WSCA-IS-ACS
Page 4 of 9
J. ;. The State of Florida's performance and obligation to pay under this Addendum is
contingent upon an annual appropriation by the Legislature. The vendor shall comply
with section 11.062,,Florida Statutes and section 216347, Florida.Statutes, prohibiting
use of funds to lobby the Legislature,'Judicialor state agencies.
B. Contract Document: This Addendum'and its Exhibits set forth the entire agreement between the
parties with respect to the subject matter of.the contract.
C. Intellectual Property: The partieado not anticipate that any intellectual property, wilt be
developed as a result of thls'Addendum.' However, any in property developed as a:
result of this Addendum will belong to`and,be the sole property of the Participating State, This
provision will survive the termination' or expiration of the contract,
D. Employment Eligibility Verification: Pursuant to State",of Florida`Executive Orders Nos.: 11-02
and'11=116,,Contractor is required to utilize the U,S..Department of Homeland Security's E- `
Verify system to verify the employment of all,new employees hired by the Contractor during the
contact term: Also, Contractor shall require resellers/partners performing work or providing
services under this Addendum to utilize the E -Verify system to verify employment of all new
employees hired by the reseileripartnerduring.the Adde' dum,term
'E. .Price LiA/Preferred Price; The Contractor's pricelist wiil,be the same as the WSCA-NASPO price
list, and,the Department wil,Upost a link on the`Department's website to the price list posted on
the WSCA-NASPO Website. I Contractors are encouraged to provide special pricing and/or tiered
discount rates, applicable, to State of Florida Eligible Users wherever possible. Paragraph 4(b) of
the PUR1000 s not applicable.
F, Scrutinized Company List: In executing this'Addendurn, Contractor certifies that it Is not listed on,
either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida.
Statutes. Pursuant to subsection 287.135(5), Florida Statutes, Contractor agrees the
Participating State may immediately terminate this Addendum for cause If the Contractor is
found to have submitted a false certification'orif Contractor Is placed on the Scrutinized `
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER'EQUIPMENT MASTER'AGREEMENT
Administered by the State of Minnesota
MasterAgreement No: MNWNC-124
Panasonic;
And
The State of Florida'
Alternate Contract Source No. 43211500-WSCA-I5-ACS
Page 5 of 9
Companies with Activities n'Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector list during the term'of the Addendum.
G. ;Orders; Any Order placed by eligible users for a,product and/or service available from the
Master Agreement shall be deemed to be a sale under and governed by the prices and other
terms and conditions of the Master Agreement and this Addendum.
1. The Contractor agrees to meet the following requirements:
a. Provide appropriate contact information for eligible users to use for product and/or
service Inquiries an&purchases, as wel[as, the most up-to-date product/service offering
the.Contractor.is authorized to provide in accordance with the Master Agreement; and
b. If orders are to,be sent td,reseilers/partners,for fulfillment then the Contractor is
responsible for providing and'updating thiflist of authorized resellers/partners for use
to the :Participating State/Entity.
2. Contractor, must be able to accept purchase. orders via`fax,,e-mail, or, eXML as identified in
H. below.
H. Electronic Invoicing: The Contractor.shall supply electronic invoices In: lieu of.paper-based
invoices for,those transactions processed through the MyFloridaMorketPlace (MFMP) within
ninety,(90) days from Addendum effective date. Electronic invoices shall be submitted to the
agencythrough the Ariba Network (AN) In one of three mechanisms as listed below:
1. cXML (commerce eXtensible Markup Language]
This standard establishes the data contents required for involcingvia eXML within the
context of an electronic environment. This transaction set can be used for invoicing via the
AN for catalog andlnon-catalog goods and services. The eXML format Is the Ariba preferred;
method for e-Invoicing,
2. EDI (Electronic Data Interchange)
This standard r establishes the data contents of the invoice Transaction Set (810) for use
Within the contextof an Electronic Data Interchange (EDI) environment, This transaction set
can be used for invoicing via the AN for catalog and non -catalog goods and services.
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT;
Administered by the State of Minnesota.
Master Agreement No: MNWNC-124
Panasonic
And
The State of Flarida
Alternate Contract Source No.`43211500-WSCA-IS-ACS
Page 6 of 9
3. PO Flip via AN
The online process allows Contractors to submit invoices via the AN for catalog and,non- -
catalog goods and services. Contractors have the ability to create an invoice directly from
their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does
not require any special software or technical
capabilities.
For theu oses of this section, the
p rp Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third party provider of MFMP, a state
contractor,"the right and license to'use, reproduce, transmit, distribute; and,'publicly display
within'.the system the information outlined above. Inaddition, the Contractor warrants and
represents that It is authorized,and'empowered to andhereby grants the State and the third
party, provider the right and license to reproduce and display within the system the Contractor's
trademarks, system marks, logos, trade dress, or other, branding designation that identifies the
products made available by.the Contractor under the contract.
The Contractor will work with the MFMP management team to;abtain specific requirements for
the electronic Invoicing if needed.
Contract Quarterly Reports::The Contractor, shall submit a Quarterly Report in the required
format electronically to the Participating State/Entity within 30 days of the end of the quarter..
The:Participating State/Entity,reserves the right to require the Contractor toprovide additional
reports. within. 30 days written notice. Failure to provide the Quarterly; Report orother reports
requested by the Participating State/Entity may result in the,Contractor being found in default
and may result In termination of this Addendum.
Sales will be reviewed on a quarterly basis. ,Should no sales be recd. rded in two consecutive
contract quarters, the Participating State/Entitymay terminate this Addendum.
J. Business Review Meetings: The Participating State/Entity reserves the right to schedule business
review meetings as frequently as necessary. The Participating State/Entity will provide the
format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the
completed agenda,to the Participating State/Entity for review and acceptance. The Contractor
PARTICIPATING ADDENDUM
to the
NASPO,ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT, MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No: MNWNC-124
Panasonic
And
The State of, Florida
Alternate Contract Source No. 43211500-WSCA-15-ACS
Page 7 of 9
shalli address the agenda items and any of the, Participating State/Entity's additional concerns at
the meeting. Failure to comply with this section may result In the Contractor being.foundJn`
default and Addendum termination.
K, Commitment to Diversity in Government Contracting: The State of Florida is committed to
supporting its diverse business industry and population through iensuring, particlpation by
minority-, women-, wartime-, and service -disabled veteran business enterprises in the economic
life of the State. The State of Florida MentorProtege:Program,connects minority-, women-,`
wartime, and service -disabled veteran business enterprises with private. corporations for
business development mentoring.,We strongly encourage firms doing business.with the State of
Florida to consider this initiative. For more information on the Mentor, Protegd:Program, please
contact the Office of Supplier,Diversity at (850),467-0915 orol&eJn@dms.mvflotida.com.
Upon request, the Contractor shall report to the Office of Supplier Diversity spend with certified
and other minority business enterprises,.These reports will Include the period covered, the
name, minority, code and Federal Employer Identification Number of each minority vendor
utilized during the period. Commodities and services provided by the minority business
enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency
ordering under the terms of this'Addendum.
L, Resellers/Partners-The Contractor may use resellers/partners in order to provide computer;
equipment and services. All resellers/partners shall be the direct,responsibility of the
Contractor. The Contractor is responsible for all liability,°'terms and conditions within Master
Agreement and this Addendum. The Contractors resellers/partners' participation will be in
accordance with,the terms and conditions set forth inthe aforementioned Master Agreement
and this Addendum. if areseller/part ner is authorized to conduct business on behalf of the
Contractor and the reseller/partner is to receive compensation from the Contractor for its
services, then any dispute'between the Contractor.and the reseller/partner shall be resolved'
between the Contractor and the reseller/partner. The State of, Florida is not a party to any
agreement entered into between the Contractor and its resellers partners. The Contractor shall
be responsible to report all contract sales (and pay any associated MFMP transaction fees),
Name
Michelle Cha in
Address
Panasonic
Two Riverfront Plaza, 6's Floor, Newark, NJ 07102-5490
Telephone
173-303-7787
E-mail'
wsca@us, anasonic.com
Partici' atin Entity
Name,
"Jerilyn 136fley
Address
Florida Department of Management Services
4050 Esplanade Way,'Suite 360,:Taliahassee, FL32399=0950
Telephone,-
850-9214072
Email
erilyn.balle @dms.myflorida,com
Florid.'s We Procu ent Officer.-
BY.
fficer:By:
Name:.
Roz Ingram
Title:' .
Director of State Purchasing and
Chief Procurement Officer
Date:
q `I 13 1 is-
Exhibit 2
Con
(b)
core
oth
deft
(c)
soft
2.
cc
Contract'tern
resolved in fa
287.058(1) of
eans the legally, enforceable agreement that resuits1from a successful solicitation, The parties to0e,
he Customer, and Contractor.'`
means the State agency or other entity identified in a contract as the party to receive commodities or
ces pursuant to a contractor that orders commodities or,, contractual services via purchase order or
I instrument It= Ahe.Contractor, under, the Contract. The "Customer" may also be.the,"Buyer":as
u�co��aony ucuvc�ou�cguuucv-u�c
or
to til
bothterms.
:ontract, which may include commodities,. Services, technology or
;ustomer uses to make a purchase under the Contract (e,&a formal
procurement card, contract or other authorized means).
ities.or services areaordered:by the Customer via purchase order,
tWa Customer transmits a purchase order. All, purchase orders shall
,piaced;by,.the Customer directly =with, the jContractor, and�shalUbe;
and soiicitation.term,s andiconditions. Any, discrepancy, between the
!tractor's order form, confirmation, or'acknowledgement shall be
ustomer. A purchase order for services within the ambit of section'
I to incorporate by reference the requirements of subparagraphs (a)
contract manager, and t a . contract: administrator as 'required by,
subsections 287.057(25) and (16) of the Florida Statutes.,
3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or
version of the product,at the.time of the order, unless the =Customer, specifically,requests in writing an earlier model or
version and the contractor is willing to provide suchmodei or version,,,':
4. Price Changes Applicable only, to Tenn Cantracts.'If this is a term contract for commodities or services, the following
provisions apply.
(a)uantity Discounts. Contractors are urged to offer additional1discounts'for onetime delivery of large single orders..
Customers should'seek to negotiate additional; price concessions on"quantity purchases of any, products. offered under;;
the Contract. State Custamers shall document their files accordingly,
(b); Best Pricing Offer: During the Contract`:term,. if the ,Custamer becomes aware of better pricing offered by, the
Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same -or
similarterms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately
reduced to the lower price.,.,,
PUR 1000 (10/06) 2
60A•1.002; F.A.C.
Exhibit 2
43222500-WSCA-IS-ACS, Computer Equipment
(c) Sates Promotions., In addition to decreasing prices for the balance of the Contract term due to a change in market
conditions, a Contractor may conduct sales promotions involving price ' reductions for specified 5 lesser period. A
Contractor shall submit to the Contract Specialist documentation identifying the proposed;(1) starting and 'ending dates
of the,promotion, (2) products involved, and (3) promotional. prices compared to then -authorized prices. 'Promotional
prices shall be.available to all Customers. ,Upon approval, the.Contractor shall provide conspicuous notice of the
promotion.
(d) Trade-in, Customersmay trade-in equipment. when making purchases from the Contract. A trade-in shall be.
negotiated between the Customer and the Contractor. Customers are obligated to 1 actively seek current fair market
value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary,to ,
provide documentation toAhe pepartment'of Financial Services and to the agencyproperty custodian pursuant to
Chapter273,`F.S.
(e) Equltable Adiustment, The Customer may; in its sole discretion, make an equitable adjustment in.the Contract terms
or pricing if;pricing or availability of supply is affected by extreme and unforeseen •volatility, in the, marketplace, that is,
by circumstances that satisfy all;the following critedw.(2);the volatility is due to causes wholly beyond the Contractor's
control, (2),'the volatility affects the marketplace orindustry, not just the, particular, Contract sourceiof supply, (3) the
effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued
performance of the Contract would result in a substantial loss. "
S. Additional Quantities: For aiperiodinot exceeding ninetfl90) days fromthe,date of solicitation award,' the: Customer
reserves the right to acquire additional quantities up to the amount`shown on the solicitatlon but not to'exceed the
threshold for Category Two at the prices subkmitteki in the response to the solicitation,
6. Packaging. ;Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate,'
clearlylabeled„shipping containers and according to accepteddcommercial'practice, without extra charge for pecking
materials, cases, or'.other types of�contalners, All containers and packaging shall ,become remain, Customer's
7, Inspection at Contractor's Site: The,Customer reserves thexight to inspect, at any reasonable time,wiWiarior notice,
thelequipment or product or plant or other facilities of a Contractor to assess conformity; with Contract, requirements
and to determine whether they are adequate and suitable for proper and effective Contract performance.
S. Safety Standards.,. All manufactured Itemsand fabricated i assemblies subject to. operation under pressure, operation
by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall
'be constructed,and approved in,a manner acceptable to the appropriate State; inspector. Acceptability customarily
requires, ata minimum, Identification, marking of the appropriate safety,standard organization,,where such approvals of
listings have been established for the type. of device offered and furnished, for example: the American Society of
Mechanical Engineers for pressure vessels, -the Underwriters' Laboratories and/or'National Electrical Manufacturers'
Association for electrically`operated`assembiids;"and the Amerlcan Gas Association for; gas -operated, assemblies. In
addition, all items furnished shall meet all applicable requirements ,of thelOccupational Safety and,Health Act and state
and federal requirements relating to clean air and water pollution.
9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use.by
visually, hearing, or other physically impaired individuals,
10. Literature.. Upon request, the Contractor shall furnish literature reasonably related to the'product offered, for
example, user manuals, price schedules, catalogs, descriptive brochures, etc.
PUR 2000 (10/06) 3
60A-1,002, F.A.C.
°. Exhibit 2
43211500-WSCA 15»ACS, Computer Equipment
11. Transportation andlDelivery. Prices shall +include I aWcharges. for, packing„handling,: freight,, distribution, and,inside
delivery. Transportation of goods shall be FOB Destination to any, point within thirty;(30) days after the Customer places
an,Qrder. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of.any potential
deliverydelays. .Evidence of Inability or, intentional, delays', shall be cause for Contract cancellation and Contractor
suspension,
12. Installation. Where Installation 1s required, Contractor, shall be responsible for placing and jr1st6lilng,the, productin
the required locations at no additional charge, unless otherwise designated, on the Contract or purchase order,
Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All
materials used In the Instaliatlon shall be of good quality and shall be free of defects that would diminish the appearance
of the, product or, render it structurally or operationally unsound, installation'includes the furnishing of any equipment,,
rigging,'. and; materials: required to install or replace the, product in,the proper, location. Contractor,shall protect the' ,'A6 +
from damage and shall,repair damages or injurycaused :during Installation by Contractor, or its�employees or agents. lf,
any alteration, dismantling, excavation, etc., Is required to achieve Installation, the Contractor shall promptly restore the
structure or site to itts original 'condition, ,Contractor shall perform installation .work; so as to cause the least
inconvenience and interference with,Customers and with proper consideration.of others on;
Exhibit 2
43211500 VSCA45-ACS, Computer Equipment
13, invoici and Pa ent.,Invoices shall contain
n8 ym the Contract number, purchase; order number if applicable, and the
approprlate.vendor identification number.. The State may require any, other information from�theZontractor that the
State deems necessary to verify any purchase order placed under the. Contract.
At the State's option, Contractors may.be required to'involce electronically pursuant to guidelines of the Department of
Management Services. Current guidelines require, that Contractor, supply electronic Invoices in `lieu of paper-based
Invoices for, those transactions processed. through the system. Electronic invoices shall !be submitted to,the Customer
through the Ariba Supplier Network (ASN).inone of.the following mechanisms—>EDI 810, cXMI., or web=based Invoice
entry within the ASN.
Payment. shall �be made in accordance with sections 215:422 and 287,0585,of the:Florlda Statutes„which govern time
limits for payment; of.. Invoices -that must be returned to a Contractor, due to preparation, errors will result in.a
delay in payment. Contractors may call (850)413-7269 Monday through Friday to inquire about the status of payments
by State Agencles. Tho Customer is i responsible for'all payments, underthe Contract. XCustomees failureto pay, or
delay In payment,:shal[7 not constitute a breach of the Contract and shall not rell.eve,the,Contractor.of its obligations to
the Department or to other Customers.
16, Taxes.'The State does not!pay Federal excise or sales taxes onAlrect purchases of tangible personal property.' The
State will, not pay for any, persona) property taxes levied on the Contractor or for any taxes levied on employees' wages.
Any exceptions to this',paragraph shall;be explicitly notediby,the Customer:in.the'specla) contract conditions section of '
the solicitation or in the Contract or, purchase order..
Lr,,urarfsrnman«+�,neau�sLi�na. If NIC LAIiLIittLV1 WCIICVCbpL11dL dllj�;1JUV FIRTICflltll ICauwuUOS tiaws ummimposealxnai
require ;alteratmn ofthe material,;quality,'workinanship or performance of the products offered under the Contract, the
Contractor, shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves
the nigh#.and;the compiete,discretionto accept any such alteration or to ca,ncei the,Contract at no further expense to
the customer.`'
18. Lobbying and°Integrity. CustOmers shalVensure compliance with Section 11:062, FS! and Section 216.347, F5.The
Contractor shall not, in connettian with #his or any other agreement with the State, directly or'indirectly:(1),offer,
confer, or agree to confer any pecuniary benefit on anyone as consideration; for any State officer or employee's decision,
opinion, recommendation, vote,�dther exercise.of discretion, or violatiowof,a known lei; duty, or°(2) Offer, give,°or
agree,to give,ta anyone any gratuity for the.benefit.:4 oratthe direction or request of, env State officer oremployee.
For, purposes of ciause;(2),."gratuity" means any payment of�morethaw..nominal1monetaryvalue in the form�of,cash,
travel, entertalnment,;gifts„meals; lodging,tioans, subscriptions, advances, deposits'of.money; services, employment,, or
contracts of any kind. Upon request of the Customer's; inspector General, or other, authorized State officlili the
Contract Qr,shalfprovide any type;of information the Inspector General deems. relevant; to the Contractor's integrity or
responslbility: Such' information' may, inciud% but shall not be limited 'to, :the 1 Contractoi,'s business orfinancial .records,
documents,.or files of any typwor form that"refer to or re late Ao.the'Cont ract.'The Contractor shali`retain such records
for the'longer of (1) three years after the expiration of the Contract` or (2) the pedod,required by the General.Records
Schedules maintained by . the Florida Department of State .,(available,—' at:
htto://diis.dos.state.fl.us/barmliMalchedules/Qensched.l)lm). The Contractor, agrees to reimburse the State forthe
reasonable costs of Investigation Incurred by the inspector General or other, authorized State official for investigations of
the Contractors compliance,with the,terms of this or any other agreement between the Contractor and.the State which
results,in the suspension or debarment of.the Contractor. Such costs shall include, but shall not be limited to: salaries of
investigators; including 'overtime; travel and "lodging expenses; and expert witness and documentary fees, The
Contractor shall,ffof1be responsible for any costs of.investigations that do; not result, in the`Contractoei suspension or
'Exhibit 2
43211500-WSCA-I5-ACS, Computer Equipment
and employees, from suits, actions, damages, and costs of every name and description, including attorneys',fees, arising
from or relating to personal.injury and damage'to.real or personal tangible; property alleged to be caused in whole or In
Cush
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ti
u
2
ti
51
cl
Ir
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'sl
mtractor, Its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall. not
r for that portion of any loss or damages proximately, caused by the`negligent act or omission of the State;ora
he Contractor shall fullyindemnify, defend, and hold harmless the State and Customers from any sults, actions,
and`costs of every, name and description„ including; attarneys'Jees, arising from or relating to violation or
ent of,a trademark, copyright, patent, trade secretor intellectual,property right, provided,Ehowever,,that the
obligation shall not,apply to a�Customer's'misuse 'or modification of Contractor's products or aiCustomer's
or use of Contractor's s products in a manner, not contemplated by the Contract or the purchase order, if any
;,the subject `af anInfringement suit, or in;the Contractor's opinion is likely, to became the subject of such,a
:ontractor, may°at°its sole expense, procure for the ,Customer the; right 1to!continue, using .the, product or 10
to becomenon-infringing. If the ContractorIs not reasonably able to modify orotherMse secure the Customer
:o continue using the product, the Contractor, shall remove the. product and 'refund the Customer the amounts
mtractor shall not be Ilabl
s� had
nershall not be liable for, any „royalties.
;raphs,with, respect to any legal ;actlon are contingenVupon
:e of any action or threatened action,'(2) the opportunity to
s sole expense, and, (3)' assistance In' defending the action at
for any cost, expense, or compromise incurred or; made by
Contractor's prior written consent, which shall not be
under any contract or purcha
under,a.contract or,purchasl
nt,of..the contractor purchas
This limitation,shali'not apply
in the:purchase order, no party
iding1ost'data or record; (unie
se order, and regardless of
order for direct damages,
eForder,'dortwo`times the
to claims arising under,the
sail be Mable to another for,"
"the contra ct`or�purchase
order requires the'Contractor,to,back-up data or records), even if the,party;has been [advised that such damages are
possible. 'No party shall: be, liabie forilost,profits, lost revenue, "or; lost Institutional .operating�savings. The State and,
Customer may,' In addition to other remedies available to them at law or equity and'upon notice to the Contractor,'
retain such monies from, amountsidue Contractor as may be necessary to satisfy'any claim for,damages, penalties; costs;;
and the'like asserted byoragainst them. The State,may set off any liability, or, other obligation of the Contractor or its
affiliates to the State against any payments due,the Contractor under any contract with the State,
M. Suspension'.of Work: The Customer marin its sole discretionsuspend', any or ail activities, under thetantract=or,
purchase order, at any time, when in the best Interests of the State to do so, The Customer shall provide;the Contractor
wrl!tten notice outlining the,particuiars of suspension, Examplesjof the. reason, for ,suspension Include,'but, arenot
limited to, budgetarytconstraints, declaration of emergency,'or.other. such circumstances. After receiving a suspension
notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any
longer, period agreed to by the Contractor, the Customer shall either, (1) issue a notice authorizing;, resumption of work,`
at which time activity, shall resume, or; (2) terminate the Contractor purchase order. Suspension of work shall not entitle
the Contractor any additional compensation,
PUR 1000 (10106) 6
60A-1.002, FAC.
Exhibit 2
43211SOO-WSCA=15-ACS; Computer Equipment
2 Termination for Convenience. The Customer,.by written notice to the Contractor, may, terminate the Contract in
whole or in partwhen the Customer determines in;its.sole,discretion that it is in the State's interest to`do so. The
Contractorshall not, furnish any product afterit receives the notice of termination, except as necessaryto complete the
continued; portion of the Contract,,. if any.. The Contractor shall not be entitled to recover any cancellation charges or lost
profits.`
21 Termination for,Cause. The Customer may terminate the Contraict:if the Contractor falls;to (1); deliver the product
within the time specified in, the Contractor any extension, (2) maintain adequate progress, thus endangering
performance of the Contract, (9) honor any term of the Contract, or, (4)abase by.any statutory,. regulatory, or licensing
requirement. - Rule 60A-2.006(3), F.A.C., governs the procedure and consequences of defauR. The' Contractor shall
continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be
liable4or, any excess,costs'lf the failure to perform the Contract arises from events completelybeyond'the control, and
without the fault or negligence,'of the Contractor. If the failure to perform is caused by the default of aisubcontractor at
any tier, and if the cause of the,default is completely beyond the control! of both the Contractor and the subcontractor,
and without the fault or negligence 'of`either, the Contractor shall not be liable .forany,excess,:costs for`failure to
perform, unless the subcontracted, products were obtainable from other sources in sufficient time'for the Contractor to
meet the required delivery schedule., if, after, termination, it is determined that the Contractor was!not1n default, or,
that the default was excusable, the rights and obligations of the parties 2shall be the same as if the termination had been
'issued far the convenience of the Customer. The rights and,remedies of the Customer in this clause are In addition to:
any other rights and!remedies provided bylaw.or under the Contract;
.24., Force, Majeure, =Notice of# Delay, and Novamages for Delay. The Contractor; shall"not be responsible for delay,
resulting from Its failure to perform lf.nelther the fault nor the`negligence of the Contractor or its employees or,agents
contributed to the delay and the delay is due directlyto acts of God, wars, acts of public enemies, strikes, fires, floods, or
other, simllar�cause'wholly�beyond:the Contractors control, or for any of.theiforegoing ,that4ffect!subcontractors or,
suppliers 4F no alternate source of supply is avallablelo.the Contractor. ;In case of anydelay the Contractor believesils
excusable, the Contractor, shall 'notify the Customer In writing of thedelay or, potential?delay and 4escrlbi the�cause of
.the delay either (1) within ten (10)'days after the cause that creates or will create the delay first arose, if:the Contractor
could reasonably foresee that a delay,could occur as at result, or (2) If delayis not reasonably foreseeable;.within fivw(S)
days after the date the Contractor first had reason to believe that, a delay could result. THE FOREGOING SHALL
coNsTITUTE THE, CONTRACTOWS SOLE REMEDY OR .EXCUSE WITH RESPECT TO iDELAY.,,Providing notice In, strict
accordance with this paragraph Iv a, precedent'to such remedy. Nolclaim for damages,pther than for an
extension of.time, shall be' asserted .against1he Customer.. The Contractor! shall, not be i entitled ;to an,,, Increase ln,the
Contract, price' or, payment ,of, ,any, kind from the Customer for direct, Indirect, consequential, Impactorother costs,
expenses or darnages, iincluding but not limited, to costs of acceleration or inefflciency, arising because of delay,
disruption, interference, or hindrance'from any cause whatsoever, if performance',is suspended lor delayed in whole or
In part,`due to,any of the causes described in, this paragraph, i after the causes have,ceased;to exist the Contractor`shall
perform at. no, increased cost, unless the Customer;determines, in its sole discretion, that -the delay will significantly
impair the value of the Contract -to the,State or to Customers, in which case the Customer may(1) accept allocated,
performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers
with respect to products subjected1o;allocation, or (2), purchase, from other.sources (without, recourse to and;by the
Contractor for the, related i costs and �expenses) to replace: all or part of the.products that are the.subject of the delay,
which purchases may be deducted from the Contract quantity, or ($) terminate the Contract in whole or in part
25. Changes. 'The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from
the Contract specifications, provided that such changes are vrithin the general scope of the Contract, The Customer may,
make an equitable adjustment in the ' Contract price or delivery date ';if the :change` affects .the cost or time of
PUR'1000 (10/06) 7
60A»1.002, F.A.C.
Exhibit 2
43211500-WSCA-15-ACS, Computer Equipment
performance. Such equitable adjustments,,, require the .written- consent'of the Contractor, which shall ,not be
unreasonably wlthheld. If unusual quantity requlrements;arise, the Customer may solicit separate bids to satisfy them.
26. Renewal. Upon mutual agreement, the,Customerand the Contractor may renew,the Contract, in,
whole or in part,
for a period that may'not exceetl,3 years or the term of the contract, whichever period is longer, Any'renewaishail
specify the renewal iprice, asset forth in the solicitation response. The renewal must be in'.writing and slgned by;both
partles,-and is contingent upon satisfactory; performance evaluations and subject to availability of funds.
Z7. Ptwchase Orderburation. Purchase orders issued'pursuant to a state term or, agency contract; must .be re'
eived,by
the Contractor no later than close of business on the last day of the contract's Iterm,to be considered"#imely, The
Contractor is obilged to fill those orders in accordance with the contract's term, and conditions, Pumbase'orders
recelved'by.the,contractor, afterclose business on the last day of the"state,term:or agency contract's term' shall; be
considered void.
Purchase orders foria one-time delivery of commodities or�performance of contractuaVservices'shaliibe vafid through
'the performance by the Contractor; and all terms and conditions of the state.termlor, agency contract shall apply to the,
single delivery/performance,,and shall survive the termination of the Contract.
Contractors; are required to accept purchase orders specifying delivery schedules exceeding thei contracted schedule
even when such ,extended delivery w1I[occur after expiration.of the state.terrn or -agency contract,. For example,`If.a
state 'term, contract calls for,delivery3p days after receiptaf order (ARO), and an order specifies deliverywill, occur both
in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the,order. However,,
If the Contractor expressly and :in writing notifies Ahe ordering office within ten (10j mlendardays of recelpt of the
purchase order.that r Contractor Wll not accept ' the: extended: deliverytermsxbeyond,therexpiration:of the;sta#e;term
contract, then the purchase order will eitherbe amended in writing by the ordering entity within ten (10) calendar days ,
of�receipt "of'the contractor's notice 10 reftect'the state term contract delivery schedule; or it;shall be iconsidered
withdrawn.
The duration of purchase orders fon recurring deliveries of commodities or performance "of services shall not exceedthe
expiration,of.the state term:orxagency contract by more 4haw twelve months HoweverJf an;extended;pricing plan
offered in the state)termior agency! contract Isrselecte&by the=ordering.entity, the contract terms owpricing plans and'
renewals shall govern the'maximum duration of purchase orders reflecting such pricing pians and`renewaIs.
Tlmely.purchase,orders shali`be valid through,theirspecified term and,performance,by the Contractor, and all terms and
conditions of the state °term, or agency contract shall'apply to the recurring delivery/performance as provided herein,
and. shall survive the termination ofthe Contract.
Ordering offices°shall'not renew a�purchase order issued pursuant,to a stateAerm or agency contract ifthe.underlying
contract expires prior, to the effective date of the renewal.
Z8. Advertising.Subject to Chapter 119,i Florida Statutes, the'Contractor shall not publicly; disseminate any information'
concerning the Contract without;prior written approval from the Customer, including, but not limited to, mentioning the
Contract:in',a,press, release or, other promotional material,° identifying, the; Customer or thef'State as a reference, or,
otherwise, linking the Contractor's, name and either wdescription of the Contractor the name of the State or°the'
Customer in;any materialipublished; either Iwprint or electronically, to any entity that is nota party to Contract, except'
potential or actual authorized distributors, dealers, resellers or service representative.
PUR 1000 (10/06) $
60A-1.002, F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS, Computer Equipment.
29. Assignment.. The 'Contrackor shall not sell, assign or transfer any of its irights, duties or obligations, under the
Contract," or under any purchase order, Issued pursuant to the Contract,; without ;the prior wrMen1cQnsenv, of the
Customer. In the event of any assignment, the Contractor, remains secondarity liable for performance of the contract,
unless the Customer expressly waives such secondary liability. The Customer may assign the Contract wfh prior written
notice to Contractor of its Intent to do to.
30. Antitrust Assignment, The Contractorand the State of Florida recognize :that in actual: economic practice,
overcharges resulting, from antitrust violations are in fact usually bome, by the State .of Florida. Therefore, the
'contractor hereby'assigns to the State of Florida any,and all claims for such overcharges as to,goods,,,materials or,
services purchased in connection with the Contract,
31: Dispute Resolution.: Any dispute concerning performance of the,Contract" shall.be'decided by the Customer's
designated contract manager, who shall reduce the declsion,to writing and serve a copy on the Contractor. The decision
shall be final and conclusive unless within twenty one (21) days from the date of receipt,the Contractor files with the
Customer a petition for, administrative 'hearing. The Customer's decision on'the � petition,,shall be final,, subject: to the,
Contractor's right to review pursuant to Chapter 120 of.the,ftoridastatutes. Exhaustion of administrative remediesis an
absolute condition precedent to the Contractor'sabilityto'�'pursue any T6ther,form,of dispute resolution; provided,
however, that the parties may,emplay`the alternative dispute resolution procedures outlined in Chapter 120,
without 11miting,the foregoing, the exclusive venue of any legal`or equitable;action that,arises.outof or reiates,to!the
Contract shallbe,the appropriate state court In,,Leon County, Florida; In any;such,action,;Florida law shall, applyand the
parties waive any rightto,jury,trial.
32. Employees,, Subcontractors, and:Agents. All Contractor employees, subcontractors,, or agents performing i work
under the Contract shall be properiy,trained technicians who meet or exceed any specifie&training qualifications. ;Upon
request, Contractor shall furnish .a =copy of technical certification or other proof of qualification. , All: employees" ,
subcontractors, or agents performing work under the Contract ;must comply with all security and administrative,,
requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they, are ,
providing: under the Contract. The'State may conduct, and the,Contractor shall, cooperate in, a` security background'
check or otherwim assess any employee, subcontractor, or agent'furnished by, theContractor. The 5tate,may refuse
access, to; or require replacement of, any personnel for cause, including, but not limited � to, te1chn.1caV or training
qualifications, :quality of work, change in,security jstatus;-`or,han-compliance with a Customer's security or. other
requirements. Such approval shall not relieve the Contractor of its obligation to perform all work In compliance with,the
Contract. The State'may reject and;bar.from any facility for cause any of,the`Contractor's employees, subcontractors, or
agents.'
33. Security and Confidentiality. The Contractor shall comply fully with all securityprocedures; of the United States,
State of Florida, and Customer in performance of the.Contract, The Contractor shail;not4vulge to third .partiesiany,
confidential information obtained by the Contractor or,its agents, distributors, resellers, subcontractors,,officers<or
employees in the course of performing Contract "work, Including, but not limited to, security procedures, business
operations, Information, , or! 'commercial proprietary Information in the possession of'the State or Customer. The
Contractor shall not:be,requlred to keep confidential information or, material that1s publicly available through no fault of
the°Contractor, materia[Ahat'the Contractor developed independently without relying on the State's or Customer's
confidential information, or material that ls, otherwise obtainable under Stake law as.� public ,record: To Insure
confidential ,'" the Contractor shall,take 'appropriate ste s as to :its personnel, agents; and subcontractors. ,The
Rifp
warranties of this paragraph shall survive the Contract.
`PUR 1000 (10/06) 9
60A-1:002; F.A.C.
34,
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Flora
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emp
35. `I
insur
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Exhibit 2
43211500-WSCA=IS•ACS Computer EquiPment
itractor .Employees, subcontractors, and.other Agents. The Customer and the State shall take, all actions
ry.to,ensure°that Contract&s'=employees, subcontractors'and other agents are not employees of,the State. of
Such actionsanclude,'but are' riot limited to, ensuring that Contractor's employees, subcontractors,�and other
recelve benefits and necessary, insurance '(health, 'workers' compensations, and unemployment) from an
:r other than the State of Florida. `
in
to.
someone also is
or:m exteno,any=ieaswor
m 287,017 of the Florida St
We: expense, shall provide. commercial
ated,with1he Contract. Providing and
►r. ;Upon; request, ,the Contractor shall
ained by the ,Contractor, shall not be
All Insurance, policies shall,be.through
sheds duly.authorized to'do so and o
wledge,,thereis no pending!'or
:hat would4 any way prohibit,
ractor warrants that meltherit
W.131of.the Mrida Statutes,
ractor shall;immediately, notify;
-eceiptrrequested, by
nal solicitation,,or as
to,signs the contract:
notice.
action 17.001, F.S.) is,;,
following statement to'be Included!in the,soilcitation: "It',is expressly understootl,and,agreedlhat anyarticles Which, are
the subject"of, or requ!W,to carry out, the Contract shall"be purchased. from ;the corporation Identified; under Chapter
946 of the Florida Statutes (PRIDE)xin the same manner and under the same` procedures set forth in section 946:515(2)
.and'(4) of theTlorida Statutes; and for purposes of the Contract the person, firm, or, other business entity, carrying out
the provisions 'of the 'Contract, shall be' deemed to be substituted for the. agency insofar as , dealings with 'such
corporation are concerned" Additional 'information about PRIDE and the products it offers Is iavailable at'':
`flap awww,nridekcom.
41. Products Available from the Blind,or tither Handicapped. Section 413,036(3); F.S, requires the following statement
to be, Included in the solicitation: "it is expressly understood and agreed that any articles that are,the subject of, or
required to carry out, this contract shall be Ir purchased from a nonprofit; agency ,for the Blind 'or for the Severely
Handicapped that is;guall ied pursuant to Chapter 413, Florida Statutes, to the same manner and under the some
procedures set.forth in section 413.036(1) and (2), Florida Statutes, and for purposes of this contract the person, firm, or
other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency
insofar_as dealings,with such qualified nonprofit agency are concemed." Additional information about the designated
nonprofit agency and the products it offers is available at htto;//www,resoectofflorWa.ora,
PUR 1000 (10/06)
10'
60A-1.002, F.A.C.
Exhibit 2
43211S00,WSCA-I5-ACS, Computer Equipment
42. Modification of Terms. The Contract contains all the.terms and conditions agreed upon 'by the parties; which,terms:
and conditions shall govern all transactionsbetween ahe Customer and the Contractor. , The' Contract may only be
modified or amended upon mutual written agreement�of the Customer and the:Contractor, No oral agreements or-
representations
rrepresentations shall be valid or. binding upon the Customer or the Contractor. No alteration or modification of,the
Contract terms; including substitution of product, shall be,vaiid or binding.against the Customer. The Contractor may
not unilaterally;modify the terms,of the Contract byaffixing additional terms to product upon delivery (e.&, attachment
or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or, affixe&to aiproduct,
whether, written: or electronic) or by incorporating such terms 'onto the Contractor's. order or fiscal forms or�other
documents forwarded by the 'Contractor for payment, The Customer's acceptance .of product or, processing of
documentation on.forms.fumished by the.Contractor for approval or,payment shall,',not,constitute acceptance of the;
proposed modification to terms and conditions.
43. Cooperative' Purchasing. Pursuant to.their own governing. laws, and subject to,1he agreement of the Contractor,
otherentities'may be permitted to make purchases at the terms and conditions contained herein. Non -Customer,
-purchases arwlndependent of the agreement between Customer, and Contractor, and Customer shall not :be a parry to
any transaction oetween me c.ontrauor, ana any otnurpurcnaser.
'State agencies; wishing to make . purchases from this, agreement are ,required to follow the .provisions 'of s.
287.042(16)(8), F.S. This statute requires the. Department of Management Services to determine that the requestor.'s,use '
of tha.contract is cost-effective and in`the best Interest ofthe State.
44. Waiver. the delay;or failure by,the Customer to exe"rclse or enforce any of its rights under this:Contract shall,not
constitute or be deemed a waiver of the Customer's right, thereafter, tosenforce :those, rights, nor. shall any sing*or=
partiaLexelmise of any such right preclude any other or further exercise thereof or the exercise.of any other right.
45. AnnualAppmpriations. The State's performance and obligation to pay under this'contract are contingent upon;an
annual appropriatlon by the Legislature.
46. Execution M Counterparts. The Contractmay be executed In counterparts, each of which shall be an original and all
of which shall cbnstitute but one and the same instrument.
47. Severability. Af a.court deems any,provislon of the Contract void or unenforceable, that provision shall be enforced
only to the:extent that It is not in violation of law or is not otherwise unenforceableand all other provisions shall remain
in full force and effect.
AMENDMENT NO.: 1 - Renewal
PARTICIPATING ADDENDUM
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Master Agreement No. MNWNC-124
Panasonic System Communications Company of North
America, Division of Panasonic Corporation of North
America
And
The State of Florida
Alternate Contract Source No. 43211500-WSCA-I5-ACS
This Amendment ("Amendment") effective April 1, 2017, to the Computer Equipment,
Peripherals, & Services Contract No. 43211500-WSCA-15-ACS ("Contract"), between the State
of Florida, Department of Management Services ("Department") and Panasonic System
Communications Company of North America, Division of Panasonic Corporation of North
America ("Contractor") are collectively referred to herein as the "Parties." All capitalized terms
used herein shall have the meaning assigned to them in the Participating Addendum unless
otherwise defined herein.
Contract Renewal. The Department hereby executes its renewal option for a one (1) year
period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is
March 31, 2018.
I. Transaction Fees. The State of Florida, through the Department of Management Services,
has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established
by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees, when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be subject to
audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions
will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion
from business with the State of Florida.
II. Public Records. The Participating Addendum is amended to add the following:
If, under this Contract, the Contractor is providing services and is acting on behalf of a public
agency as provided by section 119.0701(2)(b), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S.,
or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records
In possession of the Contractor or keep and maintain public records required by the public
agency to perforin the service, if the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
118, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CONTRACT MANAGER.
Iil. Annual Appropriation. The Participating Addendum is amended to add the following:
Pursuant to section 287.0582, F.S., if the ACS binds the State or an agency for the purchase of
services or tangible personal property for a period in excess of one fiscal year, the State of
Florida's performance and obligation to pay under the ACS is contingent upon an annual
appropriation by the Legislature.
IV. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S.,
Contractor, and any subcontractor to the Contractor, understand and will comply with their duty
to cooperate with the Inspector General in any investigation, audit, Inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any type of information the Inspector General deems relevant to the
Contractor's integrity or responsibility. Such Information may Include, but will not be limited to,
the Contractor's business or financial records, documents, or fries of any type or form that refer
to or relate to the Contract. The Contractor will retain such records for five years after the
expiration of the Contract, or the period required by the General Records Schedules maintained
by the Florida Department of State (available at: http1/dos,myilorida.com/Iibrary-
archives/records-managemenUgenerai-records-schedulest), whichever Is longer. The
Contractor agrees to reimburse the State of Florida. for the reasonable costs of Investigation
Incurred by the Inspector General or other authorized State of Florida official for Investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
Contractor. Such costs will include, but will not be limited to salaries of Investigators, Including
overtime; travel and lodging expenses; and expert witness and documentary fees.
V. Conflict To the extent any of the terms of this Amendment conflict with the terms of the
Contract, the terms of this Amendment shall control.
VI. Warrant of Authority. Each person signing this Amendment warrants that he or she Is duly
authorized to do so and to bind the respective party,
Vii. Effect Unless otherwise modified by this Amendment, all terms and conditions contained
in the Contract shall continue In full force and effect.
State of Florida, Panasonic System Communications
Department of Management Services Company of North America, Division of
Panasonic Corporation of North America
By: By:
Name: Up Rook Name: ,Mazaharu NakeMaing
Title: ChmsEfigiff n`se`1
Date: '5- V-2
Title: Erealftnt .
Date:
Page 2 of 2
DESTINATIONNET 30T MOSSGROUND 1 - 6 DAFLCCEM00001TODD MOSS
FOBTermsSales RepShip ViaCustomer IDCustomer PO #
Extended PriceUnit PriceDescriptionItem #Contract #Quantity
COLLIER COUNTY EMERGENCY
MEDICAL SERVICESQuote For
T MOSSSales Contact
12/30/2017Expires On
1/1Page
11/30/2017Date
Q-164458QUOTE #
QUOTE
607 E. Sonterra Blvd., Ste 250
San Antonio, TX 78258
United States
P:(210)348-9876
F:(210)348-9124
$126,781.60$3,169.54CF-2010.1 IN 8GB256GB SSDCF-20C5-01VMNASPO40
Public Sector Specific-Premium, Win10 Pro, Core m5-6Y57, 10.1in 10-pt+Digi, 8GB, 256GB SSD, Intel a/b/g/n/ac, TPM,
BT, Dual Pass (Ch1:WWAN/Ch2:WWAN), 4G LTE Multi Carrier (EM7355), Webcam, 8MP Cam, Toughbook Preferred,
Public Sector Service bundle , 3 year protection plus
MSRP: $5,054.00
$126,781.60Total
$0.00Tax
$126,781.60SubtotalFor questions regarding this quote, please contact Todd Moss at (561) 376-8251
or todd.moss@arc-pts.com.
This quote is valid for 30 days unless otherwise noted.
These prices do NOT include taxes,insurance,shipping,delivery,setup fees,or any cables or cabling services or material
unless specifically listed above.All prices are subject to change without notice.Supply subject to availability.