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23-115 The Redesign Group - EMC Corporation for Data Center Refresh Cooperative AgreementI * STATE OF MINNESOTA Materials Management Division 112 Administration Building 50 Sherburne Avenue DEPARTMENT OF ADMINISTRATION St. Paul, MN 55155 Voice: 661.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH EMC CORPORATION FOR COMPUTER EQUIPMENT: Storage Related Peripherals & Services To: EMC Corporation CONTRACT NO: MNWNC-109 176 South Street Hopkinton, MA 01748 Contract Vendor Administrator; Kristine French Email: kristine.frenchOemc.com Phone: (877) 598-4915 CONTRACT PERIOD: Through EXTENSION OPTION April 1, 2015, or upon final executed signatures, whichever is later March 31, 2017 UP TO 36 MONTHS You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions); 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. EMC CORPORATION 2. MINNESOTA MATERIALS MANAGEMENT DIVISION The Contractor certifies that the appropriate person(s) have In accordance with Minn. Stat. § 16C.03, subd. 3. executed this Agreement on behalf of the Contractor as required by applicable articles ylaw�resoltjtions.or ordinances. By. uie By: F.losenh F. Spaniol. III - - - - Title: star Agreement Administrator n'F�i e3 ame Title: Vice President. Federal &Public Sector Contracts Date: Date: By: 3. MINNESOTA COMMISSIONER OF ADMINISTRATION ame Or delegated representative. Title: Date: ._- Wildfa I I Ea r■-di;. FEB 2 6 2015 By Lucas J. Jannett 1 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION livneso)ta DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS...................................................................................................................................................2 SUMMARY....................................................................................................................................................................... 3 EXHIBIT A - TERMS & CONDITIONS.............................................................................................................................6 EXHIBIT B - PRICING....................................................................................................................................................26 EXHIBIT B - PRICING SCHEDULE...............................................................................................................................27 EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS).......................................................................................28 EXHIBIT D - WEBSITE..................................................................................................................................................29 EXHIBIT E -ACTION REQUEST UPDATE FORM(ARF)............................................................................................30 EXHIBIT F - REPORTING..............................................................................................................................................32 EXHIBIT G - DEFINITIONS............................................................................................................................................33 2 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION kinaasota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 L MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multi -state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services). The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below: Band 5: Storage The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website. 2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015 or upon final executed signatures, whichever is later, through March 31, 2017 with the option to extend up to 36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. 4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops @ $10,000 for a total purchase price of $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. 3 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION S. 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 I. 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 PartvProducts 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/Servicee 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 maybe 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. CONTRACTNO. MNWNC•109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION COMPUTER EQUIPMENT kinn®sntn 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be 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: a. A Participating Entity's Participating Addendum (" PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) c. The Solicitation including all Addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify' the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on 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 CONTRACTNO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time: Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process; is strictly prohibited and may, as a result; have its response rejected. Any communication regarding this Solicitation; its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, maybe 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 Fax: 651.297.3996 Department of Administration E-mail: susan.kahle(a)state.mn.us Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final. By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must: a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Materials Management website, www.mmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 6. CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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. 16. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one -tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. 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, subcontractor 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 66 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 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 8 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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. 7.3dniunctive 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 Particioatina 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 S. DEFAULTS & REMEDIES. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or 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 9 CONTRACT NO. MNWNC-199 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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 anopportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17. 14. INDEMNIFICATION —INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17. 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor; and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. 17. INSURANCE. NEGOTIATED. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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, 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 take commercially reasonable efforts to notify the named Participating Entity thirty (30) days prior written notice of a material alteration, cancellation, non - renewal, or expiration of the coverage of such policy. 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 anywork. 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 21330 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. 20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State. 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCAINASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are 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 24. PAYMENT. NEGOTIATED. Unless a delivery has been rejected by a Purchasing Entity pursuant to paragraph 28, payment for delivered products or services under this Master Agreement will be made net 45 days after delivery is 11 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION made or a correct invoice is received, whichever is later. Partial deliveries authorized in an order or otherwise approved in writing by the Purchasing Entity may be made and invoiced pursuant to the terms of this paragraph. 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. 26. 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 http://www.naspo.orgANNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by; state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill -to and ship -to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; 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 12. CONTRACTNO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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. NEGOTIATED. 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 st 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 Master Agreement shall prevail. 29. SYSTEM FAILURE OR DAMAGE. NEGOTIATED. 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 assist in restoring the system to operational capacity provided that the Contract Vendor's Products are under warranty or a continuous maintenance agreement. The Contract Vendor shall be responsible under this provision to the extenta'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. NEGOTIATED. OWNERSHIP a. Rights in Deliverables. i. "Deliverables" means any reports, analyses, scripts, code, or other work results which have been delivered by Contract Vendor to Purchasing Entity that are not Contract Vendor Proprietary Rights and are specified for delivery in a services statement of work paid for by Purchasing Entity. ii. "Proprietary Rights" mean all patents, copyrights, trade secrets, methodologies, ideas, concepts; inventions, know-how, techniques or other intellectual property rights of a party.` iii. Grant of Copyright Rights in, Deliverables. Subject to Purchasing Entity's payment of the applicable amounts due, Purchasing Entity's shall own all copyright rights to the portion of Deliverables that consists solely of written reports, analyses and other working papers prepared and delivered to Purchasing Entity in the performance of Contract Vendor's obligations under the SOW. iv. Grant of License Rights in Deliverables. For the portion of Deliverables that consists of scripts and code, Contract Vendor grants Purchasing Entity a non-exclusive, non -transferable, irrevocable (except in case of breach of the Master Agreement or SOW) perpetual right to use, copy and create derivative works from such (without the right to sublicense) for Purchasing Entity's internal business operations. The license granted in this section does not apply to (i) Purchasing Entity furnished materials, and (ii) any other Products or items licensed, or otherwise provided, under separate agreement. v. Purchasing Entity Furnished Materials. Purchasing Entity does not relinquish any of its rights in materials it furnishes for use in connection with the performance of a services engagement. Pursuant to Purchasing Entity's Proprietary Rights therein, Purchasing Entity grants Contract Vendor a non-exclusive, non- transferable right to use such solely for the benefit of Contract Vendor in fulfillment of Contract Vendor's obligations under this contract. vi. Reservation of Proprietary Rights. Each party reserves for itself all Proprietary Rights that it has not expressly granted to the other. Contract Vendor shall not be limited in developing, using or marketing services or products which are similar to the Deliverables or professional services provided hereunder, or, subject to Contract Vendor's confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar professional services for any other projects. b. Software License i. "Product" means "Equipment", which is the hardware delivered by Contract Vendor, and/or "Software", which is any programming code provided by Contract Vendor to Customer as a standard product, also including microcode, firmware and operating system software. ii. General License Grant. Contract Vendor grants to Purchasing Entity a nonexclusive and nontransferable (except as otherwise permitted herein) license (with no right to sublicense) to use (i) Software solely for Purchasing Entity's internal business purposes; and (ii) Documentation related to Software solely for the 13 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION purpose of supporting Purchasing Entity's use of Software. Licenses granted to Purchasing Entity shall be perpetual and commence on delivery of the physical media or the date Purchasing Entity is notified of availability for electronic download, as applicable. Use of Software may require Purchasing Entity to complete Contract Vendor's then current product registration process, if any, to obtain and input an authorization key or license file. iii. Licensing Models. Software is licensed for use only in accordance with the commercial terms and restrictions of the Software's relevant licensing model which are stated in the Product notice and/or Contract Vendor's quote. For example, the licensing model may provide that Software is licensed for use solely (i) for a certain number of licensing units; or (ii) on or in connection with a certain piece equipment, CPU, network or other hardware environment: and/or (iii) for a specified amount of storage capacity. Microcode, firmware or operating system software needed by the Equipment with which it is shipped to perform its basic functions, is licensed for use solely on such Equipment. iv. License Restrictions. All Software licenses granted herein are for use of object code only. Purchasing Entity is permitted to copy Software as necessary to install and run in accordance with the license, but otherwise for back-up purposes only. Purchasing Entity may copy Contract Vendor's then -current, generally available, written user manuals and online help and guides provided for Products insofar as reasonably necessary for Purchasing Entity's authorized internal use of Software. Purchasing Entity shall not, without Contract Vendor's' prior written consent (i) use Software in a service bureau, application service provider or similar capacity; (ii) disclose to any third party the results of any comparative or competitive analyses, benchmark testing or analyses of Contract Vendor's Software performed by or on behalf of Purchasing Entity to the extent such results benchmark testing, or analyses is protected from the disclosure under Participating Entity's public records laws; (iii) make available Software in any form to anyone other than Purchasing Entity's employees or contractors that require access to use Software on behalf of Purchasing Entity; or (iiv) transfer Software to an affiliate or a third party. v. Software Releases. "Software Release" means any subsequent version of Software after initial delivery of Software; but does not mean a new Product. Software Releases shall be subject to the license terms applicable to Software. vi. Audit Rights. Contract Vendor (including its independent auditors) shall have the right to audit Purchasing Entity's usage of Software to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by Contract Vendor and shall not unreasonably interfere with Purchasing Entity's business activities. Purchasing Entity shall (i) provide Contract Vendor with the support required to perform such audit; and (ii) without prejudice to other Contract Vendor rights, address any non -compliant situations identified by the audit by promptly procuring additional licenses. vii. Termination. Contract Vendor may terminate licenses for cause if Purchasing Entity materially breaches the terms governing use of Software and fails to cure within thirty (30) days after receipt of Contract Vendor's written notice thereof. Upon termination of a license, Customer shall cease all use and return or certify destruction of applicable Software (including copies) to Contract Vendor. viii. Reserved Rights. All rights not expressly granted to Purchasing Entity are reserved. In particular, no title to or ownership of Software is transferred to Purchasing Entity. Purchasing Entity shall reproduce and include copyright and other proprietary notices on and in any copies of Software. Unless expressly permitted by applicable mandatory law, Purchasing Entity shall not, and shall not authorize any third party to, modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to human readable form Software without Contract Vendor's prior written consent. ix. Other License Terms. If a particular Product or component is covered by its own license terms ("Separate License Terms"), typically in the form of a (i) "click -to -accept" agreement included as part of the installation and/or download process, or (ii) "shrink-wrap" agreement included in the packaging for the Product, or (iii) notice indicating that by installation and/or use thereof the related license terms apply, then, in case of conflict with the terms of this Master Agreement, such Separate License Terms shall (a) prevail with regard to Products or components for which Contract Vendor is not the licensor; and (b) not prevail with regard to a Product or component for which Contract Vendor is the licensor. x. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 31. WAIVER OF BREACH. 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 14 CONTRACT NO. MNWNCA09 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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. NEGOTIATED. a. Equipment. Contract Vendor warrants that Equipment, and Equipment upgrades installed into Equipment, when purchased from Contract Vendor and operated with normal usage and regular recommended service, shall be free from material defects in materials and workmanship, and perform substantially in accordance with the then - current, generally available, written user manuals and online help and guides (collectively "Documentation") provided by Contract Vendor for Equipment until the expiration of the warranty period. Unless otherwise noted by Contract Vendor, the warranty coverage for the microcode, firmware or operating system software that enables Equipment to perform as described in its Documentation shall be no less than that which applies to such Equipment. b. Software. Contract Vendor warrants that Software will substantially conform to the applicable Documentation for such Software and that any physical media provided by Contract Vendor will be free from manufacturing defects in materials and workmanship until the expiration of the warranty period. Contract Vendor does not warrant that the operation of Software shall be uninterrupted or error free, that all defects can be corrected, or that Software meets Purchasing Entity's requirements. a Duration. The warranty period for Products shall be one year. Equipment warranty commences upon Delivery. Software warranty commences upon Delivery of the media or the date Purchasing Entity is notified of electronic availability, as applicable. Equipment upgrades are warranted from Delivery until the end of the warranty period for the Equipment into which such upgrades are installed. d. Purchasing Entity Remedies. Contract Vendor's entire liability and Purchasing Entity's exclusive remedies under the warranties described in this Section shall be for Contract Vendor; at its option, to remedy the non-compliance or to replace the affected Product, and if Contract Vendor is unable to effect such within a reasonable time, then Contract Vendor shall refund the amount paid by Purchasing Entity for the affected Product upon return of such Product to Contract Vendor. All replaced Products or portions thereof shall be returned to and become the property of Contract Vendor. If such replacement is not so returned, Purchasing Entity shall pay Contract Vendor's then current spare parts price therefore. Contract Vendor shall have no liability hereunder after expiration of the applicable warranty period. e. Exclusions. Warranty does not cover problems that arise from (i) accident or neglect by Purchasing Entity or any third party; (ii) any third party items or services with which the Product is used or other causes beyond Contract Vendor's control; (iii) installation, operation or use not in accordance with Contract Vendor's instructions or the applicable Documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification; alteration or repair by anyone other than Contract Vendor or its authorized representatives; or (vi) in case of Equipment only, causes not attributable to normal wear and tear. Contract Vendor has no obligation whatsoever for Software installed or used beyond the licensed use, for Equipment which was moved from the installation site without Contract Vendor's consent or whose original identification marks have been altered or removed. f. Professional Services. Contract Vendor shall perform Professional Services in a workmanlike manner in accordance withfailure to so perform within ten (10) days after the performance of the applicable portion of Professional Servienerally accepted industry standards. Purchasing Entity must notify Contract Vendor of ces. g. Purchasing Entity Remedies. Contract Vendors entire liability and Purchasing Entity's sole remedy for Contract Vendor's failure to perform Professional Services shall be for Contract Vendor to, at its option, (i) correct such failure; and/or (ii) terminate the applicable professional services engagement and refund that portion of any fees received that correspond to such failure to perform. h. No Further Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO PRODUCTS, SERVICES OR ANY OTHER ITEMS OR MATTERS ARISING HEREUNDER, CONTRACT VENDOR (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. B i. EMC SELECT ORROKERAGE PRODUCTS. Periodically, EMC maybffer to supply or license certain products or services that are made or provided by a third party manufacturer/supplier and not EMC. Some of such products are specifically identified as "EMC Select Products" and listed at htt2://www.emccom/partnersalliances/oro.grams/select.4so. Other such third party manufacturer/supplier products may be provided by EMC on a case -by -case basis in response to a Purchasing Entity request ("Brokerage is CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION Products"), and will be identified on the EMC quote using "Brokerage" or a similar descriptor. Notwithstanding any other provisions of the Master Agreement, EMC Select Products and Brokerage Products are subject to the standard license, warranty, indemnity, support and other terms of the third party manufacturer/supplier (or an applicable agreement between Customer and such manufacturer/supplier), to which Customer shall adhere. Even if support fees are invoiced through EMC, EMC Select Products and Brokerage Products are not supported by EMC and Purchasing Entity must contact such third party directly for support services. Any warranty or indemnity claims against EMC in relation to EMC Select Products or Brokerage Products are expressly excluded. In no event shall EMC be liable to Customer for any damages that in any way arise out of or relate to any EMC Select Products or Brokerage Products. EMC Select Products and Brokerage Products are provided by EMC "AS IS." 16 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1 ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. 2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed 1T Accessibility Standards effective September 1 2010, which entails, in part; the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A-D which can be viewed at http://www.mmd.admin.state.mn.us/Ddf/accessibility standard odf Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.aov/oet/policies-and-standards/accessibility/#. 3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee: 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions; costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. S. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 17 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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 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 $26,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency, 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already 18. CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add pro or or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval ic on its ite 10. CONFLICT MINERALS. Contract Vendor must of the Securities ties Exchange rovide information to the Actlof 1934, as emendedregarding and the rules f conflict minerals, as required by Section 13(p) /f nal/2012/34-67716.bdf. promulgated thereunder. See: htto I/www sec Dov/rules 11. COPYRIGHTED MATERIAL WAIVER The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses and/or to respond to request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emalling, photocopying, State Intranet/Internet postings; broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed: 14. GOVERNMENT DATA PRACTICES. NEGOTIATED. The Contract Vendor and the Lead State must comply with the at. Ch. 13, (and where applicable, if the Lead State contracting Minnesota Government Data Practices Act, Minn. St party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch I data provided by the Minnesota Supreme Court as the same may be amended from time to time) as it applies the Lead State to the Contract Vendor and all data lies to allll data created, tcollllected, rece v dt Vendor. to the Lead by the Contracstored,used addition, the Minnesota Government Data practices Act app maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that private, a Government Data Practices Act, Ch. 13 nonpublic, protected nonpublic, or confidential as defined by the Minnesot (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State. Subject to Paragraph C.2, Limitation of Liability, the Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner licable, attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where app the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work. 16. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal' laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery. 19 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple 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 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 5000.3552-5000.3569. 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. 20. CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT. EMC CORPORATION (a) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36; subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION. NEGOTIATED. a. INDEMNIFICATION. Contract Vendor shall defend, indemnify and hold harmless the Lead State and Participating Entities, and Purchasing Entities, along with their officers, agencies, and employees as well as any person or entity for which they may be liable from and against claims, damages or causes of action including reasonable attorney's fees and related costs for death or injury or damage to tangible property arising from proven negligent act(s); error(s); or omission(s) of the Contract Vendor or its employees relating to the performance under the Master Agreement. Except for damage to tangible property this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. b. LIMITATION OF LIABILITY. i. Limitation on Direct Damages. Except with respect to claims for infringement of intellectual property specified elsewhere in this agreement, Contract Vendor's total liability and Lead State or Participating Entity's sole and exclusive remedy for any claim of any type whatsoever, arising out of product or service provided hereunder, including indemnity for tangible property claims shall be limited to proven direct damages caused by Contract Vendor's sole negligence in an amount, not to exceed $10,000,000. ii. No indirect damages. Except with respect to claims regarding violation of Contract Vendor's intellectual property rights, neither WSCA-NASPO, the Lead State and Participating Entities; Purchasing Entities nor Contract Vendor shall have liability to the other for any special, consequential, exemplary, incidental, or indirect damages (including, but not limited to, loss of profits, revenues, data and/or use), even if advised of the possibility thereof. iii. Limitation Period. All claims must be made within (i) the time period specified by applicable law; or (ii) eighteen (18) months after the cause of action is known if (a) no such period is specified at law; or (b) the applicable law allows the parties to agree to a shorter period than that specified therein, iv. Suppliers. The foregoing limitations shall also apply in favor of Contract Vendor's Suppliers. c. INDEMNITY - INTELLECTUAL PROPERTY. Contract Vendor shall (i) at its own expense, defend the Lead State or Participating Entity (the "Indemnified Party') against any third party claim that a Product infringes a patent or copyright enforceable in a country that is a signatory to the Berne Convention; and (ii) pay the resulting costs and damages finally awarded against Indemnified Party by a court of competent jurisdiction, or pay the amounts stated in a written settlement negotiated and approved by Contract Vendor. The foregoing obligations are subject to the following: Indemnified Party (a) notifies EMC promptly in writing of such claim; (b) grants Contract Vendor sole control over the defense and settlement thereof consistent with Participating Entity's applicable governing law; (c) reasonably cooperates in response to a Contract Vendor request for assistance; and (d) is not in material breach of this Master Agreement. Should any such Product become, or in Contract Vendor's opinion be likely to become, the subject of such a claim, Contractor Vendor may, at its option and expense, (1) procure for Indemnified Party the right to make continued use thereof; (2) replace or modify such so that it becomes non - infringing; or (3) request return of the Product and, upon receipt thereof, refund the price paid by the indemnified Party, less straight-line depreciation based on a five (5) year useful life for Products. Contract Vendor shall have no liability to the extent that the alleged infringement arises out of or relates to: (A) use or combination of a Product with any technology, item(s) or services that Contract Vendor develops, owns or receives from a third party; (B) use for a purpose or in a manner for which the Product was not designed; (C) any modification made by any person other than Contract Vendor or its authorized representatives; (D) any modifications to a Product made by Contract pursuant to Indemnified Party's specific instructions; or (E) use of any older version of the Software when use of a newer Software Release made available to Indemnified Party would have avoided the 21 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION infringement. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND EMC'S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS. 18. 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. 19. 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. 20. NONVISUAL ACCESS STANDARDS. NEGOTIATED Upon request of the State the Contract Vendor shall provide technology -related products the Contract Vendor can offer as part of the Contract that comply with the nonvisual access standards as set forth in Minn. Stat. § 16C.145 and how those products are identified in the product listing. In addition, upon request of the State the Contract Vendor shall provide information on the differences in quality, prices, and delivery: 21. 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. 22. 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. 23. 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 22 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 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. 24. 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 result of such failure to proceed shall be borne by the responsible party. 26. PREFERENCE. Targeted/Economically Disadvantaged.ln accordance with Minn. Stat. § 16C:16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receives 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.adm in.state. mn. us under "Vendor Information, Directory of CertifiedTG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's HelpLine at 651.296.2600. Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat. § 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority -owned and operated by: (1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service -connected disabilities, as determined at anytime by the United States Department of Veterans Affairs; or (3) any other veteran -owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat § 16C.19 (d), a veteran -owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran -owned small business or a service disabled veteran -owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran -owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response. If responder is claiming the veteran -owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran -owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 26. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 27. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually orjointly 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. 23 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION The Contract Vendor shall make no representations of theState's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 28. 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 abinding contract. 29. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: a. reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and 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 fail to result in a successful Master Agreement. 30. 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. 31. 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. 32. 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 fora 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. 33. 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. 34. 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 24 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 1?'1[11 inn®sofa DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B PRICING 1. BAND(S) AWARDED: Band 5: Storage 2. PRICE STRUCTURE. The contract employs a MINIMUM discount -off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity one' procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic' versions of the Baseline Price List must be made available upon request pursuant to the audit provisions. 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. 6. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULKIVOLUME PRICING. Further bulk/quantitysavings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations: http://www.wni)sp.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. 25 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted, 13. FREIGHT, All prices shall be FOB Destination, prepaid and allowed (with freight included in the price); to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver -to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 26 CONTRACTNO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION COMPUTER EQUIPMENT .. livneso)ts 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING SCHEDULE 27 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION COMPUTER EQUIPMENT livnese)ta 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C PRODUCT AND SERVICE SCHEDULE (PSS) 1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information: a. Band number b. Part # - SKU # c. Manufacturer d. Description e. Minimum Discount f. Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State 2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME DATE: BASELINE PRICE LIST: LINK: BAND Part #- SKU# MANUFACTURER DESCRIPTION MINIMUM DISCOUNT CATEGORY CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 ZZZZZZZ LAPTOP CART 10% 2TNI 3 123A ABC SUPER TABLET 25% 3A 4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. 28 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION 1tilLT1 innesota <DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT #WSCA-N. .. * COOPERATIVE PURCHASING ' ' ORGANIZATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D - WEBSITE 1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. 2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above: a. Baseline Price List and historic versions b. Approved Product and Service Schedule (PSS) c. Product specifications„ pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d. Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved e. Link to the WSCA-NASPO EmarketCenter f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h. Sales representatives for participating entities i. Purchase order tracking j. Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k. Additional Terms may not be posted on the Website without written approval of the Lead State I. Link to the WSCA-NASPO EmarketCenter if a State is participating m. Information on accessibility and accessible products n. If participating in Premium Savings Package Program, lead with these products and display prominently on the website o. Links to environmental certification, including but not limited to take-back/recycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.00v/ruLes/final/2012/34-67716.r)df q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc. s Link to Signed Participating Addendums t. Link to Signed Master Agreement u. Link to solicitation and Response 3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 29 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION COMPUTER EQUIPMENT 4QUOSO)tS 2014-2019 DEPARTMENT OF ADMINISTRATION .. MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement # with (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below, Action Requested: Action Log: Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: Y _Update of Product& Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed Third Party Product Addition Provide warranty Guarantee Marketing Approval Attach Materials for review _Material Website Change Describe and provide link for review _Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they maybe audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: 30 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION COMPUTER EQUIPMENT livnesn)ta.. ` 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST FORM (ARF) ACTION REQUEST FORM LOG Submit updated Action Log with each update. Log must provide history of previous update. CONTRACTVENDOR: Contact Name and Email (for questions): DATE: DATE ACTION REQUESTED: DATE SUBMITTED APPROVED 31 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION ' • COMPUTER EQUIPMENT livnese)td, 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F - REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have aperpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quartet F,I�OM}' Q1 January 1 March 31 April 30 Q2 April 1 June30 July 31 Q3 July 1 September 30 October 31 Q4 October 1. .December 31 January 31 3. REQUIRED REPORTS: Report Name Submitted to Purpose & Submittal 1 WSCA-NASPO Administrative Fee WSCA- Identify total sales and administrative fee due to WSCA- NASPO NASPO 1) Go to: http://www.naspo.or.AfVNCPO/Calculator.asr)x 2) Complete all contract report information fields 3) Enter total sales per State or Select "no sales for quarter" checkbox 4) Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA- Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 32 CONTRACT NO. MNWNC•109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT. EMC CORPORATION kin "886ta DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G - DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e. mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is apersonal 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 apersonal computer for mobile use. A laptop includes a display, keyboard; point device such as atouchpad 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. Devises Fnay also be GftFed under bands 1 5 of the MasteF . BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on -site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) 33 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star& A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low -power sleep mode. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at htti)://www.ener.qvstar.00v. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard the IEEE 1680 EPEAT standard - and website www.eoeat.netto identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third -party certification program. Instead, Manufacturers self -certify that their products are in conformance with the environmental performance standard for electronic products. FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying Jaws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. https://www.revisor.mn:aov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a< display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment: Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software. Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. Order. -A purchase order; sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state -specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon. Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state. Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals maybe manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holdings Master Agreement. The Contract Vendors shall provide the warranty service and 34 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options snd may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase: Premium Savings packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. see: httr)://www.wnpso.com/index.html. Purchasing Entity means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the Master Agreement and becomes financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services mayinclude, but are not limited to: warranty services, maintenance, installation, de -installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre -implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. 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 at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator. 35 CONTRACT NO. MNWNC-109 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT EMC CORPORATION ,4coR0 CERTIFICATE OF LIABILITY INSURANCE °ATE2015 YYYY) g2Os1z915 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES. NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.. THIS CERTIFICATE. OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED. REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER MARSH USA, INC. 99 HIGH STREET BOSTON, MA 02110 Attn: Boston.CeNRequest@mamh.com 1212-948-4377 CONTACT NAME: PHONE Fax. A/C No E-MAIL ADDRESS, INSURERS AFFORDING COVERAGE NAICX EMC2 -ALL-GAWUE-14-15 INSURERA, Travelers Pmp. Casualty Go. Of America : 25674 INSURED EMC CORPORATION AND ITS SUBSIDIARIES INSURER B: N/A N/A INSURER C : Travelers Indemnity Cc 25658 INCLUDING VMWARE; INC., RSA SECURITY, -LC, ISILON, PIVOTAL SOFTWARE, INC., AND VCE COMPANY, LLC ATTN: MARK GLENN INSURER D: NIA NIA INSURER E: 176 SOUTH STREET HOPKINTON, MA 01748 :INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDVTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD. INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR T TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF M D/YYYY POLICYEXP MMIDD LIMITS A GENERAL UAeILITY TC2JGLSA-101D4371TIL-14 11101/2014 11/0112015 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISE Eacccumence $ 1,000,000 CLAIMS -MADE 1E OCCUR 10,000 MED EXPAny one person. $ PERSONAL a ADV INJURY $ 11000,000 GENERALAGGREGATE a 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 X I POLICY F PRO- LOC $ :A AUTOMOBILE LIABILITY TC2JCAP-101D4383 TIL-14 11101/2014 1110112015. COMBINEDSINGLELIMIT 2,000,U00 X ANY AUTO BODILY INJURY person) $ ALL OWNED R. SCHEDULED X AUTOS AUTOS BODILY INJURY (Per accitlenq $ HIREDAUTOS X NON -OWNED .AUTOS X PROPERTY —DAMAGE accident $ UMBRELLALIAB. OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB. CLAIMS -MADE DED RETENTION $ C WORKERS COMPENSATION TRKUB101 D4309-14(AZ,WI) 11/01/2014 11/01/2011 X v X OTH- A AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEXECUTWE YIN OFFICERIMEMBER EXCLUDED9 � NIA TC2JUB101D4291-14 (AOS) 11/012014 11/0112015 ysTLAru- E.L. EACH ACCIDENT $ 1,000,000 (Mandatary In NH) If under E.L. DISEASE -EA EMPLOYE 1000 $ 000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 Ordescntba DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace is required) Certificate holder is named as Additional Insured (except Workers Compensation), ATIMA, as required by written contract with the named insured, but only in accordance with the policy terms, conditions and exclusions. Coverage is primary but only with respects to liability anteing out of the Named Insureds negligence or work performed on behalf of the Named Insured. Waiver of Subrogation is applicable where required by written contract. State of Minnesota Attn: Susan Kahle Materials Management Division 112 Administration Building, 50 Sherburne Avenue St. Paul, MN 55155 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Vevgeniya Muyamina V^701`1 �A /YCw-2in- 01988-2010 ACORD CORPORATION. ell .I,.Hre en�nn.nH ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD (For Agency Use Only) Vendor # Contract Period: State Of Minnesota Affirmative Action Certification If your response to this solicitation is or could be in excess of $100,000, complete the information requested below to determine whether you are subjectto the Minnesota Human Rights Act (Minnesota Statutes 363A.36) certification requirement, and to provide documentation of compliance if necessary. It is your sole responsibility to provide this information and —if required —to apply for Human Rights certification prior to the due date of the bid or proposal and to obtain Human Rights certification prior to the execution of the contract. The State of Minnesota is under no. to uelavorocceume won a contract Won a com itu v receives num an BOX A For companies which have employed more than 40 full-thne employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B. Your response will be rejected unless your business: has a. current Certificate of Compliance issued by the Minnesota Department of Human Rights (MDHR) -or- has submitted an affirmative action plan to the MDHR, which the Department received prior to the date the responses are due. Check one of the following statements if you have employed more than 40 full-time employees in Minnesota on any sine working day during the previous 12 months: We have a current Certificate of Compliance issued by the MDHR. Proceed to BOX C. Include a copy of your certificate with your response. ❑ We do not have a current Certificate of Compliance. However, we submitted an Affirmative Action Plan to the MDHR for approval, which the Department received on (date). Proceed to BOX C. ❑ We do not have a Certificate of Compliance, nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our response will be rejected. Proceed to BOX C. Contact the Minnesota Department or Human Rights for assistance. (See below for contact information.) Please note: Certificates of Compliance must be issued by the Minnesota Department of Human Rights. Affirmative Action Plans approved by the Federal government; a county, or a municipality must still be received, reviewed, and approved by the Minnesota Department of Human Rights before a certificate can be issued. BOX B - For those companies not described in BOX A Check below. l7 We have not employed more than 40 full-time employees on any single working day in Minnesota within the previous 12 months. Proceed to BOX C. BOX C - For all companies By signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of the responder. You also certify that you are in compliance with federal affirmative action requirements that may apply to your company. (These requirements are generally triggered only by participating as a prime or subcontractor on federal projects or contracts. Contractors are alerted to these requirements by the federal goveinmeat.) Name of Company: m `U Date Alto laQ a Authorized Signatu e: r Telephone number: Printed Names n 1 r 1 61 wl e- Tide: .A` X . PnM Qthft�,i �Qy For assistance with this form, contact: Minnesota Department of Human Rights, Compliance & Community Relations Mail: The Freeman Building 625 Robert Street North, TC Metro: (651) 296-5663 Toll Free: 800-657-3704 Saint Paul, MN 55155 Web: www.humamiehts.state:mn.us Fax: (651) 296-9042 TTY: (651) 296-1283 Email: eomuliance.mdhr(p�,state:rnn.us Affirmative Action Certification Page, Revised g/11 -MDHR JC.l.1tV1V L: 1V1AJ 1D1C HVl(t'.tS1V1Il.1V11f11UV1JAN1Jl,V1VL111V1VJJ LUIJ UYln ® kt Minnesota Department of HUMAN RIGHTS CERTIFICATE OF COMPLIANCE EMC CORPORATION is hereby certified as a contractor by the Minnesota Department of Human Rights. This certificate is valid from 2/27/2014 to 2/27/2018. This certification is subject to revocation or suspension prior to its expiration if the department issues a finding of noncompliance or if your organization fails to make a good faith effort to implement its affirmative action plan. Minnesota Department of Human Rights FOR THE DEPARTMENT BY: At•k Kevin M. Lindsey, Commissioner AN EQUAL OPPORTUNITY EMPLOYER Freeman Building • 625 Robert Street North • Saint Paul, Minnesota 55155 Tel 651.539.1100 • TTY 651.296.1283 • Toll Free 1.800.657.3704 • Fax 651.296.9042 • www.humanrights.state.mn.us AMENDMENT NO. 1 TO CONTRACT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration ("State"), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 ("Contract Vendor"). WHEREAS, the State has a Contract with the Contract Vendor identified as Contract No. MNWNC-109, April 1, 2015, through March 31, 2017 ("Contract"), to provide Computer Equipment: (Desktops, Servers, and Storage including Related Peripherals and Services); and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Materials Management Division and the Contract Vendor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That Contract No. MNWNC-109 is extended through March 31, 2020, at the same terms and conditions. 2. The Contract Vendor shall provide Computer Equipment: (Desktops, Servers, and Storage including Related Peripherals and Services) at the prices set forth on the attached Exhibit B, Pricing Schedule. This Amendment is effective beginning April 1, 2017, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC CORPORATION The Contractor certifies that the appropriate person(s) have executed this Annenr anent on behalf of the Contractor as required by applicable ar.Wds, bylayrg, resolutions, or ordinances. By: � Signature Kayla Shell Prinletl Name Title: Vice President Date: 3316 ry 17 By: Signature Printed Name Title: Date: 2. OFFICE OF STATE PROCUREMENT In accordance with Min Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. COMMISSIONER OF ADMINISTRATION Or delegated re sentativs. By: f Date: CONTRACT NO. MNWNC-109 MASTER AGREEMENTAWARD COMPUTER EQUIPMENT EMC CORPORATION EXHIBIT B: Pricing Schedule M DEPARTMENT Of COMPUTER EQUIPMENT ■ ADMINISTRATION 2014-2020 STATE PROCUREMENT Updated 04/01/2017 `+ MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD CONTRACT NO. MNWNC-109 MASTER AGREEMENTAWARD COMPUTER EQUIPMENT EMC CORPORATION STATE OF MINNESOTA — WORKFORCE CERTIFICATE INFORMATION Required by state law for ALL bids or proposals that could exceed $100,000'. Complete this form and return it with your bid or proposal. The State of Minnesota is under no obligation to delay proceeding with a contract until a company becomes compliant with the Workforce Certification requirements in Minn. Stat. §363A.36. BOX A — MINNESOTA COMPANIES that have employed more than 40 full-time employees within this state on any single working day during the previous 12 months, check one option below: NY' Attached is our current Workforce Certificate issued by the Minnesota Department of Human Rights (MDHR). ❑ Attached is confirmation that MDHR received our application for a Minnesota Workforce Certificate on (date). BOX B — NON-MINNESOTA COMPANIES that have employed more than 40 full-time employees on a single working day during the previous 12 months in the state where it has its primary place of business, check one option below; Attached is our current Workforce Certificate issued by MDHR. ❑ We certify we are in compliance with federal affirmative action requirements. Upon notification of contract award, you must send your federal or municipal certificate to MDHR at compliance.MDHM@state.mn.us. If you are unable to send either certificate, MDHR may contact you to request evidence of federal compliance. The inability to provide sufficient documentation may prohibit contract execution. BOX C — EXEMPT COMPANIES that have not employed more than 40 full-time employees on a single working day in any state during the previous 12 months, check option below if applicable: ❑ We attest we are exempt. If our company is awarded a contract, we will submit to MDHR within 5 business days after the contract is fully signed, the names of our employees during the previous 12 months, the date of separation, if applicable, and the state in which the persons were employed. Send to compliance:MDHR(a�state.mn.us. By signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of your company. Name of Company: — C ra r l Date Authorized Signature: �� / o �Q Telephone number: tt� _ _ YYI `T/YO /i Printed Name: nn (Yi-nict i C awo( e- Title: cilmo l mcc a�&QQ`� //(C!/1% For assistance with this form, contact: Minnesota Department of Human Rights, Compliance Services Web: http://mn.gov/mdhr/ TC Metro: 651-539-1095 Email: compliance.mdhrPstate.mn.us CONTRACT NO. MNWNC-109 .MASTER AGREEMENT AWARD COMPUTER EQUIPMENT Toll Free: 800-657-3704 TTY: 651-296-1283 EMC CORPORATION —" — Minnesota Department of �j HUMAN RIGHTS CERTIFICATE OF COMPLIANCE EMC CORPORATION is hereby certified as a contractor by the MinnesotaDepartment of Human Rights. This certificate is valid from 2/27/2014 to 2/2712018. This certification is subject to revocation or suspension prior to its expiration if the department issues a finding of noncompliance or if your organization fails to make a good faith effort to implement its affirmative action ,plan: Minnesota Department of Human Rights FOR THE DEPARTMENT BY: (-�— fqk Kevin M. Lindsey,' Commissioner AN EQUAL OPPORTUNITY EMPLOYER Freeman Building • 625 Robert Street North • Saint Paul, Minnesota 55155 Tel 651.539.1100 • TTY 651.296.1283 • Toll Free 1.800.657.3704 • Fax 651..296.9042 • www.humanrights.state.mn.us LEMC March 10, 2017 Eleigh Vazquez State of Minnesota Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, Minnesota 55155 (651) 296-2600 RE: Amendment 1 to Contract No. MNWNC-109 Dear Ms. Vazquez:' Enclosed are three (3) original copies of Amendment No.I to the Minnesota WSCA-NASPO Master Agreement with EMC Corporation, contract no. MNWNC-109, which have been executed on behalf of our company. At the State's request, we have also enclosed: ➢ original signed copies of the Workforce Certificate Information form, including the State issued Certificate ➢ our Certificate of Insurance (a copy of which has also been submitted to mmd.insurance@state.mn.us) At your first convenience, please return a countersigned copy of the Amendment to the attention of: Renee Brands Sr. Strategic Contracts & Program Office Dell EMC 2999 Douglas Blvd. Suite 275 Roseville, CA 95661 (651) 338-3637 Please free to contact me directly at janessa.light@dell.com or (703) 970-5306 if there are any questions about the documents we have enclosed. Any other business related questions can be directed to Renee Brand at the contact information indicated above. Sincerely, �anessa Light Sr. Contracts Manager Enclosures Cc: Andy Doran, State of Minnesota, rr Acquisitions Supervisor Renee Brand, Dell EMC, Sr. Strategic Contracts & Program Office 07ReCTyr€ "''E a' v%'_i �. Dell EMC, • 8444 Westpark Drive, Suite 100, McLean, Virginia 22102 • 703.970.5300 • dellemc.com AMENDMENT NO, 2 TO CONTRACT MNWNC-109' WHEREAS, Minn. StaL § 16C 03, subd. 5, affords the commissioner of Administration, or delegate pursuant to Minn. Stat; § 16C.03, subd. 16, the authority to amend contracts and - NOW, THEREFORE, it is adreed by the parties to amend the Contract as follows: 1. That Contract No, MNWNC-109 is extended through July 31 2021, at tftie same terms, conditions, and prices,, Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain' in full force and effect. - - SignaturePrinted Name Date: l- V-i-. ao.Po 3i COMMISSIONER OF ADMINISTRATIONI; _ Or delegated representC/L' . BY, Elate: CONTRA (Cr, NO. MNWNC-1091 MASTER AGREEMENT AWARD COMPVTEREQUIPMENT- EMC CORPORATION::: Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 3 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Contract Administrator 5/10/2021 Alyssa Sayles 5/14/2021 5/14/2021 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 4 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 4 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 15, 2015, through July 31, 2022 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through February 28, 2023, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2022, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: 94A64504-83BF-46CD-A09C-ABBE0A786F6D Alyssa Sayles Contract Administrator 5/31/2022 5/31/2022 5/31/2022 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 5 to NASPO Master Agreement MNWNC-108 AMENDMENT NO. 5 TO NASPO MASTER AGREEMENT NO. MNWNC-108 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April 1, 2015, through February 28, 2023 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1.That NASPO Master Agreement No. MNWNC-108 is extended through July 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1.Dell Marketing L.P. The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2.Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3.Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: A1131CC0-2CC4-4271-AFF0-B574CFFD18AE 1/10/2023 ParaLegal Advisor Katherine Castillo 2/1/2023 2/1/2023 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 65 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 6 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 1, 2015, through July 31, 2023 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through October 31, 2023, at the same prices, terms, and conditions. This Amendment is effective upon the date that the final required signatures are obtained, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Purchasing Program COMPUTER EQUIPMENT MASTER AGREEMENT Minnesota Master Agreement No.: MNWNC-109 California Participating Addendum No. 7-15-70-34-004 EMC CORPORATION, WHICH WILL DO BUSINESS IN CALIFORNIA AS EMC PERIPHERALS INC. (Contractor) This Participating Addendum Number 7-15-70-34-004 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and EMC Peripherals Inc. (hereafter referred to as "Contractor") under the NASPO ValuePoint Cooperative Purchasing Program Master Agreement Number MNWNC-109 ("Master Agreement") executed by the State of Minnesota. 1. Scope A. This Participating Addendum covers the purchase of Computer Equipment under the Master Agreement for the following product bands: Band 5 — Storage B. This Participating Addendum is available for use by California political subdivisions/local governments (hereafter referred to as "Purchasing Entities"). A political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. C. Political subdivision/local government use of this Participating Addendum is optional. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Minnesota Master Agreement are consistent with its procurement policies and regulations. 2. Term A. The term of this Participating Addendum shall begin upon signature approval by the State and will end March 31, 2017, or upon termination by the State, whichever occurs first. B. Lead State amendments to extend the Master Agreement term date are automatically incorporated into this Participating Addendum unless terminated early in accordance with the terms and conditions of the Master Agreement or this Participating Addendum. Page 1 of 6 Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. 3. Order of Precedence In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: A. California Participating Addendum 7-15-70-34-004 B. Minnesota WSCA-NASPO Master Agreement MNWNC-109 4. Terms and Conditions The California General Provisions - Information Technology (GSPD401IT), revised and effective 09/5/14, is hereby incorporated by reference and made a part of this Participating Addendum. The 12 page document is available at: hftp://www.documents.dgs.ca.gov/pd/poliproc/GSPD401 IT14_0905. pdf. 5. Price List Contractor shall maintain a website dedicated to this Participating Addendum which contains the Product and Service Schedule (PSS) and designated base line price list for participating entities to verify product/service pricing and applicable discounts offered under the Master Agreement. 6. Partner Utilization A. Contractor may use Partners under this Participating Addendum for sales and service functions as defined herein. Each Purchasing Entity will determine whether use of Partners is consistent with its procurement policies and regulations. B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Partners. C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements. D. Partners are classified as follows: 1) "Authorized Reseller" a. Authorized Resellers may provide quotes, accept purchase orders, fulfill purchase orders, perform maintenance/warranty services and accept payment from ordering agencies for products and associated services offered under this Participating Addendum. b. Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements. c. All purchase documents to Authorized Resellers shall reference the Participating Addendum Number. d. If applicable, Authorized Reseller(s) under this Participating Addendum will be listed on the Contractor's dedicated website. Page 2of6 Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. 7. Invoicing The Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum. 8. Usage Reporting A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the WSCA-NASPO Detailed Sales report template. B. The report is due even when there is no activity. C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at PDWSCA@dgs.ca.gov. D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP 30 OCT 31 OCT 1 to DEC 31 JAN 31 JAN 1 to MAR 31 APR 30 APR 1 to JUN 30 JUL 31 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract. 9. Administrative Fee A. Contractor shall submit a check, payable to the State of California, remitted to the Department of General Services, Procurement Division for the calculated amount equal to one percent (0.01) of the sales for the quarterly period. B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information. Page 3 of 6 Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. C. Administrative fee checks shall be submitted to: State of California Department of General Services, Procurement Division Attention: Multiple Awards Program 707 3`d Street, 2"d Floor, MS 2-202 West Sacramento, CA 95605 D. The administrative fee shall not be included as an adjustment to Contractor's Master Agreement pricing. E. The administrative fee shall not be invoiced or charged to the ordering agency. F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a Purchasing Entity. G. Administrative fee checks are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP 30 OCT 31 OCT 1 to DEC 31 JAN 31 JAN 1 to MAR 31 APR 30 APR 1 to JUN 30 JUL 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract. 10. Contract Management A. The primary contact individuals this Participating Addendum shall be as follows: Contractor Name: Kristine French Phone: (916) 797-7044 or (877) 598-4915 Fax: (916) 774-9511 E-Mail: Kristine. French2 mc.com Address: 299 Douglas Blvd. Suite 275 Roseville, CA 95661 Page 4 of 6 Participating Addendum No. 7-15-70-34-004 EMC Perlpherals Inc. State Contract Administrator Name: Julie Matthews Phone: (916) 375-4612 Fax: (916) 375-4663 E-Mail: Julie.Matthewsa-dgs.ca.gov Address: Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 B. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change. 11. Termination of Agreement The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 12. Agreement A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Master Agreement, at prices equal to or lower than the prices on that contract. Page 5 of 6 Participating Addendum No. 7-16-70-34-004 EMC Peripherals Inc. C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Participating State: STATE OF CALIFORNIA By: —Cc C�J Name: Jim Butler Title: Deputy Director Date: 1 )/lot E Contractor: EMC PERIPHERALS I C. By:JA Name: Joseph F. Spaniol III Title: Vice President Federal & Public Sector Contracts Date: 1115115 Page 6 of 6 PARTICIPATING ADDENDUM AMENDMENT NASPO VALUEPOINT COMPUTER EQUIPMENT California Participating Addendum No. 7-15-70-34-004 Amendment No. 2 EMC CORPORATION, WHICH WILL DO BUSINESS IN CALIFORNIA AS EMC PERIPHERALS INC. (Contractor) This Amendment 2 ("Amendment') for Participating Addendum Number 7-15-70-34-004 ("Participating Addendum") is entered into between the State of California, Department of General Services ("State") and EMC Peripherals Inc. ("Contractor"). The parties hereto mutually agree to amend the Participating Addendum as follows: 1. The Contractor primary contact specified in Participating Addendum Section 10 (Contract Management) is revised to the following: EMC Peripherals Inc. (Contractor) Name: Renee Brand Phone: (651) 338-3637 Fax: (888) 580-6069 E-Mail: Renee.brandaemc.com Address: 2999 Douglas Blvd, Ste 275 Roseville, CA 95661 All other terms and conditions remain the same. IN WITNESS WHEREOF, the parties have executed this Participating Addendum Amendment as of the date of execution by both parties below. Participating State: STATE OF CALIFORNIA By: al ff^-Name: Jim Butler Title: Deputy Director Date: ,,,(- " ((a Contractor: EMC PERIPHERALS IN�C.�-� By: 4_tj 1 71ilQA.tn t i Name: Joseph F. Spaniol III Title: Vice President Federal & Public Sector Contracts Date: 6/20/16 Page 1 of 1 PARTICIPATING ADDENDUM AMENDMENT NASPO VALUEPOINT COMPUTER EQUIPMENT California Participating Addendum No. 7-15-70-34-004 Amendment No. 1 EMC CORPORATION, WHICH WILL DO BUSINESS IN CALIFORNIA AS EMC PERIPHERALS INC. (Contractor) This Amendment 1 ("Amendment') for Participating Addendum Number 7-15-70-34-004 (`Participating Addendum") is entered into between the State of California, Department of General Services ("State") and EMC Peripherals Inc. ("Contractor"). The parties hereto mutually agree to amend the Participating Addendum as follows: 1. The Contractor primary contact specified in Participating Addendum Section 10 (Contract Management) is revised to the following: EMC Peripherals Inc. (Contractor) Name: Pamela Kunhart Phone: (916) 797-7052 Fax: (888) 580-6069 E-Mail: Pamela.kunhart@emc.com Address: 2999 Douglas Blvd, #275 Roseville, CA 95661 All other terms and conditions remain the same. IN WITNESS WHEREOF, the parties have executed this Participating Addendum Amendment as of the date of execution by both parties below. Participating State: STATE OF CALIFORNIA By: V -ame: Jim Butler Title: Deputy Director Date: e 20l Contractor: EMC PERIPHERALS INC. By: \IU �,— Name: Joseph F Spaniol III Title: Vice President Federal & Public Sector Contracts Date: Page 1 of 1 Prepared By: The REDESIGN Group Prepared for: City of Cupertino Project Proposal Data Center Refresh Proposal Version # 2 Delivered on 6.29.23 PowerEdge Compute with PowerStore Storage Servers – (3) PowerEdge R650 Servers Storage – (1) PowerStore 500T NVMe Storage Array Backup – (3) Sockets PowerProtect Data Manager + (1) Data Domain DD6400 Appliance Implementation – [RE]DESIGN Onsite Implementation & Migration Services PowerEdge 15G Overview Key Features PowerEdge Servers are the Bedrock of the Modern Data Center. The platform delivers in 3 key areas: All PowerEdge 15G Server Models include iDRAC 9 Management PowerStore Overview ✓Support for any workload (Physical, virtual, DB, File, Container) ✓Scales Up and Out ✓All NVMe ✓Six 9’s of HA ✓Simple HTML5 GUI ✓Future Proof no Forklift UPG’s PowerStore Benefits PowerStore + PowerEdge PowerStore 500T CPU (1) Intel CPU | (12) Cores x 2.2 GHz Per Controller (24) Cores | 52.8GHz Appliance Total Memory 96GB Per Controller 192GB Appliance Total Drives (8) 1.92TB NVMe SSD – Single Drive Failure (4+1) ~17 Open Capacity Slots Capacity 15.35TB Raw | 9.8TB Usable | 29.4TB Effective Includes Custom 3 : 1 Data Reduction Performance Unified | VVOL + LUN Workload 5,000 IOPS @ 40.96MB/s Max Workload 89,719 @ 734 MB/s Power (2) 1450W Fully Redundant (1+1) PSU 120/240v LowLine/HighLine NICs (2) Quad Port 10/25GbE SFP28 Mezz (2) Quad Port 10/25GbE SFP28 IO Module 6 Ports Used per Controller 12 Ports Total Support 60 Months ProSupport Mission Critical (4 Hour) Services [RE]DESIGN White Glove Implementation Services (3) PowerEdge R650 Servers CPU Single Intel 6342 Processor | 24 Cores x 2.8 GHz 24 cores per node (67.2 GHz) | 72 cores per cluster (201.6 GHz) Memory 1024 GB (16 x 64 GB DIMMs) per node | 0 open slots 3072 GB per cluster Drives (2) 480GB SATA MU SSD @ RAID 1 | OS PERC H755 NICs (1) Mellanox ConnectX-5 Dual Port 10/25GbE SFP28, OCP 3.0 (1) Mellanox ConnectX-5 Dual Port 10/25GbE SFP28, PCIe v2 4 Ports Used per Node | RDMA Enabled 12 Ports Total Switches (2) S5224F - (24) 25G SFP28 Ports per Switch Power (2) 1100W Fully Redundant (1+1) PSU 120-240V Autosensing Licensing vSphere Enterprise Plus – None Included Windows Data Center 2019/2022 – None Included Support 60 Months ProSupport Mission Critical (4 Hour) Services [RE]DESIGN White Glove Implementation Services 9 Total Rack Units (1) PowerStore 500T (3) R650 Servers Storage 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 Stack ID Stack ID Compute Current State Comparison Component Current State New VxRail + PS Cluster Difference % Difference CPU 4 3 -1 -25% Cores 56 72 16 29% vCPU Ratio 1 : 5.8 1 : 4.51 -1.29 -22.24% Peak CPU (GHz)78 201.6 123.6 61% Free Net CPU (GHz)123.2 201.6 78.4 64% Peak Memory (GB)1054.72 3,072 2,017 66% Free Net Memory (GB)1,536 3,072 1536 100% Storage Used (TBu)18.68 29.4 10.72 36% Free Current State vs. VxRail + PowerStore Cluster PowerProtect & PowerProtect Data Manager Overview Transparent Snapshots simplifies VM image backups delivering near-zero impact on VMs Ensure availability of all your VMs at scale without business disruption Near zero impact to VMs or environment Up to 5X faster backups1 Up to 5X reduction in VM latency2 Zero proxies for data movement Environment auto-scales via automation Oracle SQL Exchange SAP HANA Kubernetes VMware and open hypervisors Filesystems Data Protection – Sizing Recommendation Name Type Protocol Application Max MB/Sec Req. Growth %RawFull TB Raw Inc TB Total Retained TB Data Changed TB Reduction Ratio Reduction % Rich Media - 3wk Retention File System DD BoostVS (Win)PowerProtect 52.69 10.0 1.14 0.0342 36.32 1.93 18.78:1 94.69 General VM - 3wk Retention VMDK-Content is File System DD BoostVS (Win)PowerProtect 235.7 10.0 5.1 0.153 162.47 2.97 54.79:1 98.17 Database - 3wk Retention DB-SQL DD BoostVS (Win)PowerProtect 56.38 10.0 1.22 0.0366 38.86 0.92 42.25:1 97.63 General VM - 5wk Retention VMDK-Content is File System DD BoostVS (Win)PowerProtect 40.21 10.0 0.87 0.0261 46.11 0.63 73.54:1 98.63 Database - 5wk Retenion DB-SQL DD BoostVS (Win)PowerProtect 4.16 10.0 0.09 0.0027 4.77 0.08 56.12:1 98.32 File - 5wk Retention File System DD BoostVS (Win)PowerProtect 4.16 10.0 0.09 0.0027 4.77 0.07 64.55:1 98.53 Rich Media - 5wk Retention File System DD BoostVS (Win)PowerProtect 10.63 10.0 0.23 0.0069 12.19 0.44 27.52:1 96.39 File - 3wk Retention File System DD BoostVS (Win)PowerProtect 217.21 10.0 4.7 0.141 149.72 3.26 45.92:1 97.82 •Capacity Recommended with Data Domain(TB): –12.13 •Capacity Recommended w/out Data Domain(TB): –455.21 •Storage Savings –97.74% 2 Total Rack Units Production Backups POWERPROTECT DD6400 DATA PROTECTION APPLIANCE •Efficient → Industry average 30:1 deduplication ratio •Integrated → Native integration and single line of support between SW/HW •Cloud Enabled → Industry leading public cloud integration for LTR & DR •Secure → FIPS-140-2 Encryption At-Rest and In-Flight PowerProtect Data Domain 6400 + Data Manager Software System PowerProtect Data Domain 6400 + PowerProtect Data Manager Software (Socket-Based) Capacity Active Tier Capacity – 16 TBu Software (3) Sockets PowerProtect Data Manager (3 Year Subscription) Connectivity (2) 25G SFP28 Ports Services [RE]DESIGN White-Glove Implementation Services Support 60 Months –ProSupport (4 Hour)Cloud DR Enabled (1) Data Domain DD6400 PPDD Replication 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 [RE]DESIGN Implementation Services [RE]DESIGN will provide onsite resource(s) to complete comprehensive, white-glove implementation of every component included in this order. This includes install, configuration, testing, validation, integration, documentation, and a tested and executed migr ation plan. Rack & Stack: •Unpack and inspect all hardware •Rack, mount and/or position all products and components •Install and route power, data, and KVM cables •Apply customer-provided labels to newly installed cables •Power on all equipment •Confirm server boots and check for errors on all systems •Configure network addresses on IPMI (i.e., iDRAC) if applicable Network, Compute & Storage Implementation: •Install and Configure Backend Network Switches •Install Hypervisor and cluster manager (i.e., ESXi and vCenter) •Confirm all component drivers and firmware are latest supported versions •Configure Cluster and Converged Datastore •Setup encryption and key management if required •Install latest firmware and software patches/updates •Activate and Install all licensing for all servers and storage hardware •Validate systems implementation and review results with customer •Setup vendor support systems and automated health checks (i.e., Dell ESRS or Support Assist) Backup System Implementation: •Install and Configure backup system (i.e., IDPA/PowerProtect) •Install firmware and software patches/updates •Enable backup storage encryption if required •Configure backup server •Connect to virtual infrastructure if applicable •Deploy backup proxies if applicable •Setup test VM/server backup •Perform Functional Overview and Knowledge Transfer •Assist with Configuration of backup policies Testing, Validation and Documentation: •Verify that all components have network connectivity to Client’s network •Perform basic verification tests (i.e., ping, traceroute, show commands) •Test product failover capability •Verify configuration aligns with the design •Create vendor support requests to update all client configuration information and entitlements •Conduct Knowledge Transfer with the client •Register customer to receive vendor product alerts if required •Handover As-Built Documentation Phase 1 Phase 2 Production Migration: •Identify all existing Network, Storage, Server, Backup, and VM Configs •Establish and execute migration framework/plan •Establish migration order and timeline with Client •Setup migration tools (i.e., P2V converter, SAN copy, etc.) •Execute limited migration on predefined timeline per Client Change Management policies •Test and time successful migration using test/non-production VMs •Includes the migration of up to 25 Servers or up to 10TB of data. •Additional Prof. Services SOW = Any additional server migrations above the 25 servers or 10TB, including server patching/updating or application or 3rd party vendor specific migrations, are out of scope. Impacting Factors: NOTE: We have separated out the migration as Phase 2 due to inherent nuances that warrant an extended and often fragmented implementation timeline. Examples include: •Business impact or strict change control •Complexity of source to target configuration •Size and variability of workload types •Legacy tech debt and/or non-supported configurations •Maintenance, patching, update, or version issues in environment •Lack of documentation or knowledge of environment •Resource availability and/or capacity issues Proposed Project Timeline Infrastructure Refresh Project Timeline Lead Times Project Planning – 3 Weeks Dell Hardware – 6 Weeks Onsite Resource Availability – 12 Weeks Onsite Deployment 2 Weeks 9/29/23 12/22/23 1/9/24 Migration 3 Weeks Go LivePO Date 1/29/24 COMPONENT DETAIL TOTAL INVESTMENT ESXi Compute •(3) PowerEdge R650 Servers + 5Y ProSupport (4 Hour)$71,376 Production Storage •(1) PowerStore 500T NVMe Array + 5Y ProSupport (4 Hour)$60,729 Backup Storage •(1) PowerProtect Data Domain DD6400 Appliance (16TB) + 5Y ProSupport (4 Hour)$36,387 Backup Software •(3) Sockets PowerProtect Data Manager + 5Y ProSupport (4 Hour)$8,641 Implementation •(1) Onsite Resource for Comprehensive, White-Glove Implementation Included Phoenix Site •Identical Configuration at Phoenix location $177,133 Total Investment:$354,266 CapEx Financial Summary 3-Year Satisfaction Guarantee With the purchase of a three-year ProSupport agreement, Dell EMC guarantees three-years of storage, data protection, and hyperconverged product satisfaction, while the industry standard is 30-days. Hardware Investment Protection Take the opportunity to trade-in existing, or competitive systems, for credit towards next generation Dell EMC storage, data protection, or HCI product offerings. Clear Price Maintenance Clear and transparent support pricing that details prepaid support and locks in future maintenance costs with the Dell EMC Clear Price Support Framework. * Pricing does not include tax or shipping Thank You Q-003886 Version 1 Tuesday, August 15 Tommy Yu City of Cupertino tommyy@cupertino.org DR Site 5 Year Quote (Phoenix) City of Cupertino forbySarah Reynolds Technical Inside Sales Representative The [RE]DESIGN Group sreynolds@redesign-group.com 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price BUILD (3) PowerEdge R650 Servers with 60 Months ProSupport Mission Critical $71,376.00 1 $71,376.00 210-AYJZ PowerEdge R650 Server 3 379-BEIC 8x2.5 Front Storage 3 379-BDSS SAS/SATA Backplane 3 379-BDTE No Rear Storage 3 461-AAIG Trusted Platform Module 2.0 V3 3 321-BGHM 2.5" Chassis with up to 8 Hard Drives (SAS/SATA), 1 PCIe Slot, 1 CPU 3 338-CBXQ Intel Xeon Gold 6342 2.8G, 24C/48T, 11.2GT/s, 36M Cache, Turbo, HT (230W) DDR4-3200 3 374-BBBX No Additional Processor 3 412-AAVN Heatsink for 1 CPU configuration (CPU more than 165W)3 370-AAIP Performance Optimized 3 370-AEVR 3200MT/s RDIMMs 3 780-BCDN RAID 1 3 405-AAZB PERC H755 SAS Front 3 750-ACFR Front PERC Mechanical Parts, front load 3 384-BBBL Performance BIOS Settings 3 800-BBDM UEFI BIOS Boot Mode with GPT Partition 3 384-BCTH 3 Very High Performance Fans for 1 CPU 3 450-AKLF Dual, Redundant(1+1), Hot-Plug Power Supply,1100W MM(100- 240Vac) Titanium 3 330-BBRQ Riser Config 0, 1CPU, Half Length, Low Profile, 1 x16 Slot 3 329-BFGW PowerEdge R650 Motherboard with Broadcom 5720 Dual Port 1Gb On-Board LOM 3 528-CRVW iDRAC9 Datacenter 15G 3 528-CTZH OpenManage Enterprise Advanced Plus 3 528-COYT Secured Component Verification 3 540-BCOF Mellanox ConnectX-5 Dual Port 10/25GbE SFP28, OCP NIC 3.0 3 Page 2 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price 325-BECJ LCD Bezel 3 350-BCEI Luggage Tray x8 and x10 Chassis, R650 3 403-BCID BOSS Blank 3 350-BBXM No Quick Sync 3 379-BCSF iDRAC,Factory Generated Password 3 379-BCQY iDRAC Group Manager, Disabled 3 634-BWZG VMware ESXi 7.0 U3 Embedded Image (License Not Included)3 605-BBFN No Media Required 3 770-BDMT Cable Management Arm 3 770-BECD ReadyRails Sliding Rails Without Cable Management Arm or Strain Relief Bar 3 631-AACK No Systems Documentation, No OpenManage DVD Kit 3 340-CUQR PowerEdge R650 Shipping 3 340-CUQO R650 Ship 8x2.5 3 343-BBQY R650 Dell/EMC label (BIS) for 2.5" Chassis 3 389-DYHX PowerEdge R650 CCC Marking, No CE Marking 3 817-BBBB Custom Configuration 3 853-2137 Dell Hardware Limited Warranty Plus Onsite Service 3 853-2140 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 3 853-2144 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 3 853-2159 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 3 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s)3 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 3 825-8623 Certified Deployment Partner T1 or Distributors 3 370-AEVP 64GB RDIMM, 3200MT/s, Dual Rank, 16Gb 48 Page 3 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price 400-AXTV 480GB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD 6 492-BBDI C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America 6 540-BDIN Mellanox ConnectX-5 Dual Port 10/25GbE SFP28 Adapter, PCIe Low Profile, V2 3 210-AXLU Cables & Others Virtual Base 1 407-BCZR Dell Networking, Transceiver, SFP+, 10GbE, SR, 850nm Wavelength, 300m Reach 6 470-BBDD Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter 16 470-ABOU Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 0.5 Meter 2 470-ACLK Dell Networking Cable, OM4 LC/LC Fiber Cable, (Optics required), 5 Meter 6 450-AAFH Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 3 Subtotal:$71,376.00 Storage Description Price Qty Ext. Price BUILD (1) PowerStore 500T SAN with 60 Months ProSupport Mission Critical $60,729.00 1 $60,729.00 210-AXXJ PowerStore 500T Customer Rack 1 370-AFXQ 192GB Appliance DIMM 96GB Per Node 1 379-BEIO Thank you for choosing Dell 1 528-BTZK PowerStore Base SW 1 406-BBOO 25GBE OPTICAL 4 PORT CARD PAIR 1 450-AKHM 1450 WATT POWER SUPPLY PAIR 1 343-BBMR BASE UNIT CONFIG KIT 1 379-BDPD ISG Product (info)1 876-3336 Dell Hardware Limited Warranty 1 Page 4 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Storage Description Price Qty Ext. Price 876-3470 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 1 876-3509 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 1 876-3567 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 1 800-BBQV Informational Purposes Only 1 812-4019 ProDeploy Plus No Charge Training 800 1 870-5340 CoDeliver - ProDeploy Plus for PowerStore 5xx T 1 400-BGGI P1 25X2.5 NVME SED SSD 1.92TB 8 565-BBJR 25GBE TWINAX 4 PORT IO MODULE PAIR 1 450-AIOH C19 PWRCORD PAIR NEMA5-15 125V 10A 2Metr 1 470-ADUI 3M PASSIVE 25G TWINAX CABLE QTY 2 6 828-4821 ProSupport: Mission Critical 4-Hour 7x24 On-Site Low Capacity SSD Add-On, 5 Years 8 Subtotal:$60,729.00 PowerProtect Description Price Qty Ext. Price BUILD (1) PowerProtect DataDomain 6400 with 60 Months ProSupport Mission Critical $36,387.00 1 $36,387.00 210-BCFX Controller DD6400 NFS CIFS 1 321-BHJM SYSTEM DD6400 PSNT 1 800-BBQV Informational Purposes Only 1 877-3653 Dell Hardware Limited Warranty 1 877-3660 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 1 877-3662 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 1 Page 5 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 PowerProtect Description Price Qty Ext. Price 877-3665 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 1 619-ARIH DD OS 7.7X=IA 1 492-BDET DD 10GSFP IO MODULE NDC INTEL 1 750-ADOJ DD6400 Field Install Kit 1 149-BBKF LICENSE BASE DD OE=IA 1 868-5994 5 Years ProSupport Mission Critical Operating Env Sftwr Spt-Maint 1 868-5960 5 Years ProSupport Mission Critical Capacity Bundle 1TB Raw Sftwr Spt-Contract 1 868-5964 5 Years ProSupport Mission Critical DD Cloud Tier Sftwr Spt- Contract 1 900-9997 On-Site Installation Declined 1 379-BDPD ISG Product (info)1 800-BBQV Informational Purposes Only 16 492-BDEV DD 25GSFP ENET 2PT INTEL 1 470-AFCN Cable 10GbE 3M AOC 4 470-AFCR Cable 25GbE 7M AOC 2 149-BBKE DD6400 Capacity License Bundle 1TBu=CC 16 868-6010 5 Years ProSupport Mission Critical Capacity Bundle 1TB Raw Sftwr Spt-Maint 16 151-BBRH DD6400 Cloud Tier 1TB =CC 64 868-5953 5 Years ProSupport Mission Critical DD Cloud Tier Sftwr Spt-Maint 64 Subtotal:$36,387.00 PPDM Description Price Qty Ext. Price BUILD (1) PowerProtect Data Manager license with 60 Months ProSupport Mission Critical $8,641.00 1 $8,641.00 Page 6 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 PPDM Description Price Qty Ext. Price 210-AYMW Dell EMC PowerProtect Data Manager Essentials 1 379-BDTQ Thank you for buying Dell EMC 1 849-3716 5 Years ProSupport MissionCritical PowerProtect Data Mgr Essentials per Socket SftwrSpt-Contract 1 528-CRYV PowerProtect Storage Direct DD vD=IA 1 528-CRYX PowerProtect Cyber Recovery=IC 1 528-CRZJ vRealize=IA 1 825-8623 Certified Deployment Partner T1 or Distributors 1 929-3709 Thank you for Your Order 1 935-6720 Thank you for Your Order 1 626-BBBG Storage Software Info 1 528-CQFC Dell EMC PowerProtect Data Manager Essentials=IA 3 849-3673 5 Years ProSupport Mission Critical PowerProtect Data Mgr Essentials per Socket Sftwr Spt-Maint 3 142-BBFQ Data Protection Advisor=CA 3 528-CPWX Data Protection Central=CA 3 528-CPWY PowerProtect Oracle RMAN Agent=CA 3 528-CPWZ PowerProtect Microsoft Agent=CA 3 528-CPXB PowerProtect Database Agent=CA 3 528-CPXD EMC Granular Recovery Microsoft=CA 3 528-CRYS PowerProtect Storage Direct for PMAX=CA 3 528-CRYW vProtect=CA 3 528-CRYZ PowerProtect Storage Direct for XIO=CA 3 528-CRZC Cloud Disaster Recovery=CC 3 528-CRZG PowerProtect Storage Direct for VMAX=CA 3 528-CRZF RecoverPoint for VMs=IA 3 141-BIBE Cloud Snapshot Manager SaaS=IB 30 528-CPXC PowerProtect DD Virtual Edition=CA 3 Page 7 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 PPDM Description Price Qty Ext. Price 528-CPXF Dell EMC Cloud Tier=CA 3 Subtotal:$8,641.00 IMPLEMENTATION Description Price Qty Ext. Price IMPLEM1234 [RE]DESIGN Comprehensive, White-Glove Implementation - included $0.00 1 $0.00 Subtotal:$0.00 Contract Code Description Qty NASPO Contract -C000000878001 Page 8 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 [re]DESIGN Terms and Conditions 1.Process of Quoting and Ordering Customer may request a quote through [re]DESIGN for any products from associated vendors. Quoted prices are effective until the expiration date of the Quote. Customer may place an Order for the offerings quoted by (i) issuing a Customer Purchase Order that references such Quote and, if applicable, contract code or (ii) executing [re]DESIGN Quote in the form of signature and date. Orders may be returned if product arrives damaged, missing items, or is incorrect based on agreed upon Quote. 2.Product Delivery, Shipment, Transfer of Risk & Title & Acceptance 2.a Shipment; Unless otherwise agreed, [re]DESIGN will arrange for shipment of the ordered products to the ship-to address indicated by Customer. Delivery dates are indicative and will be provided as soon as available, updates provided to Customer directly by [re]DESIGN. Software may be provided by delivery of physical media or through electronic means to the email address provided by Customer. Customer shall notify [re]DESIGN within 21 days of invoice date if Customer believes any product included in the order is missing, wrong, or damaged and shall ensure that the intended installation site meets the specifications as per the product documentation. 2.b Transfer of Risk and Title; Costs Risk of loss for equipment and physical media transfers to Customer upon delivery. Title to sold Equipment passes to Customer upon delivery. "Delivery" for equipment occurs when carrier completes delivery at Customers designated point of shipment. "Delivery" of software occurs either when Customer is notified by [re]DESIGN that software is available for download, or when carrier completes delivery at Customers designated point of shipment. Unless otherwise agreed, cost of transit insurance on behalf of Customer shall be included in the total price on the stated Quote. 2.c Acceptance; All products will be deemed to be accepted upon Delivery. Customer may return products if damaged, missing items, incorrect per Quote agreed upon. 3.Invoicing, Payment Terms, and Taxes 3.a Invoicing; [re]DESIGN shall invoice Customer in the currency agreed in the Order. If Customer is tax exempt, customer must provide tax exemption letter to [re]DESIGN. Otherwise, [re]DESIGN is obligated by applicable law to collect and remit any taxes or fees from Customer on final invoice for Order. It will be added as a separate line item in accordance with statutory requirements. [re]DESIGN will invoice Customer on Net30 terms from date of shipment of Order. All invoice terms will be deemed accurate unless Customer advises [re]DESIGN within 10 days following receipt. If Customer advises [re]DESIGN of a material error, (a) any amounts corrected by [re]DESIGN shall be paid by Customer within 14 days of correction, and (b) all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and [re]DESIGN concludes the amount is accurate, Customer must pay interest of 1.5% on the unpaid disputed amount from the due date until [re]DESIGN's receipt of payment. Customer may offset, defer or deduct any invoiced amounts that [re]DESIGN determines are incorrect following the notification of the process started above. 3.b Payment Terms; Customer shall pay [re]DESIGN's invoices in full and in the same currency as [re]DESIGN's invoice within the time noted on [re]DESIGN's invoice. Standard terms are Net30. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under California law. 3.c Taxes; The charges due hereunder are exclusive of, and customer shall pay or reimburse [re]DESIGN for all value added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes, governmental fees, levies, customers and duties resulting from Customer's purchase, except for taxes based on [re]DESIGN's net income, gross revenue, or employment obligations. If Customer qualifies for tax exemption, Customer must provide [re]DESIGN with a valid certificate of exemption or other appropriate proof of exemption. If customer is required to withhold taxes, then Customer will within 60 days of remittance to the applicable tax authority provide [re]DESIGN with satisfactory evidence (e.g., official withholding tax receipts) that Customer has accounted to the relevant authority for the sum withheld or deducted. Otherwise, [re]DESIGN will charge customer for the amount that Customer has deducted for the transaction. In addition to the foregoing terms, this Quote, as it relates to the Dell Technologies items, is governed by and subject to the Commercial Terms of Sale available at https://i.dell.com/sites/csdocuments/Legal_Docs/en/dell_commercial_terms_of_sales.pdf and available in hard copy upon request and is incorporated in its entirety in this Quote and which the Customer acknowledges having read and agrees to be bound by such online terms. Page 9 of 10 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 DR Site 5 Year Quote (Phoenix) Prepared by:Prepared for:Quote Information: The [RE]DESIGN Group City of Cupertino Quote #: 003886 Sarah Reynolds (424) 207-1600 sreynolds@redesign-group.com , Tommy Yu (408) 777-3189 tommyy@cupertino.org Version: 1 Delivery Date: 08/15/2023 Expiration Date: 09/14/2023 Quote Summary Description Amount Servers $71,376.00 Storage $60,729.00 PowerProtect $36,387.00 PPDM $8,641.00 IMPLEMENTATION $0.00 Total:$177,133.00 Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. Payment Terms are Net 30. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under California law. By signing below, the above-named Company, acting underdue and proper authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group. The [RE]DESIGN Group City of Cupertino Signature: Name: Title: Date: Signature: Name: Date: Page 10 of 10 Signature: Signature: Date: City Attorney City Clerk City Manager Phil Sanginario CEO Oct 5, 2023 Christopher D. Jensen Oct 5, 2023 City Manager Oct 5, 2023 Q-003886 Version 1 Tuesday, August 15 Tommy Yu City of Cupertino tommyy@cupertino.org Production Site - 5 Year Quote City of Cupertino forbySarah Reynolds Technical Inside Sales Representative The [RE]DESIGN Group sreynolds@redesign-group.com 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price BUILD (3) PowerEdge R650 Servers with 60 Months ProSupport Mission Critical $71,376.00 1 $71,376.00 210-AYJZ PowerEdge R650 Server 3 379-BEIC 8x2.5 Front Storage 3 379-BDSS SAS/SATA Backplane 3 379-BDTE No Rear Storage 3 461-AAIG Trusted Platform Module 2.0 V3 3 321-BGHM 2.5" Chassis with up to 8 Hard Drives (SAS/SATA), 1 PCIe Slot, 1 CPU 3 338-CBXQ Intel Xeon Gold 6342 2.8G, 24C/48T, 11.2GT/s, 36M Cache, Turbo, HT (230W) DDR4-3200 3 374-BBBX No Additional Processor 3 412-AAVN Heatsink for 1 CPU configuration (CPU more than 165W)3 370-AAIP Performance Optimized 3 370-AEVR 3200MT/s RDIMMs 3 780-BCDN RAID 1 3 405-AAZB PERC H755 SAS Front 3 750-ACFR Front PERC Mechanical Parts, front load 3 384-BBBL Performance BIOS Settings 3 800-BBDM UEFI BIOS Boot Mode with GPT Partition 3 384-BCTH 3 Very High Performance Fans for 1 CPU 3 450-AKLF Dual, Redundant(1+1), Hot-Plug Power Supply,1100W MM(100- 240Vac) Titanium 3 330-BBRQ Riser Config 0, 1CPU, Half Length, Low Profile, 1 x16 Slot 3 329-BFGW PowerEdge R650 Motherboard with Broadcom 5720 Dual Port 1Gb On-Board LOM 3 528-CRVW iDRAC9 Datacenter 15G 3 528-CTZH OpenManage Enterprise Advanced Plus 3 528-COYT Secured Component Verification 3 540-BCOF Mellanox ConnectX-5 Dual Port 10/25GbE SFP28, OCP NIC 3.0 3 Page 2 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price 325-BECJ LCD Bezel 3 350-BCEI Luggage Tray x8 and x10 Chassis, R650 3 403-BCID BOSS Blank 3 350-BBXM No Quick Sync 3 379-BCSF iDRAC,Factory Generated Password 3 379-BCQY iDRAC Group Manager, Disabled 3 634-BWZG VMware ESXi 7.0 U3 Embedded Image (License Not Included)3 605-BBFN No Media Required 3 770-BDMT Cable Management Arm 3 770-BECD ReadyRails Sliding Rails Without Cable Management Arm or Strain Relief Bar 3 631-AACK No Systems Documentation, No OpenManage DVD Kit 3 340-CUQR PowerEdge R650 Shipping 3 340-CUQO R650 Ship 8x2.5 3 343-BBQY R650 Dell/EMC label (BIS) for 2.5" Chassis 3 389-DYHX PowerEdge R650 CCC Marking, No CE Marking 3 817-BBBB Custom Configuration 3 853-2137 Dell Hardware Limited Warranty Plus Onsite Service 3 853-2140 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 3 853-2144 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 3 853-2159 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 3 975-3462 Dell Limited Hardware Warranty Plus Service, Extended Year(s)3 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 3 825-8623 Certified Deployment Partner T1 or Distributors 3 370-AEVP 64GB RDIMM, 3200MT/s, Dual Rank, 16Gb 48 Page 3 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Servers Description Price Qty Ext. Price 400-AXTV 480GB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD 6 492-BBDI C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America 6 540-BDIN Mellanox ConnectX-5 Dual Port 10/25GbE SFP28 Adapter, PCIe Low Profile, V2 3 Subtotal:$71,376.00 Storage Description Price Qty Ext. Price BUILD (1) PowerStore 500T SAN with 60 Months ProSupport Mission Critical $60,729.00 1 $60,729.00 210-AXXJ PowerStore 500T Customer Rack 1 370-AFXQ 192GB Appliance DIMM 96GB Per Node 1 379-BEIO Thank you for choosing Dell 1 528-BTZK PowerStore Base SW 1 406-BBOO 25GBE OPTICAL 4 PORT CARD PAIR 1 450-AKHM 1450 WATT POWER SUPPLY PAIR 1 343-BBMR BASE UNIT CONFIG KIT 1 379-BDPD ISG Product (info)1 876-3336 Dell Hardware Limited Warranty 1 876-3470 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 1 876-3509 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 1 876-3567 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 1 800-BBQV Informational Purposes Only 1 812-4019 ProDeploy Plus No Charge Training 800 1 Page 4 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Storage Description Price Qty Ext. Price 870-5340 CoDeliver - ProDeploy Plus for PowerStore 5xx T 1 400-BGGI P1 25X2.5 NVME SED SSD 1.92TB 8 565-BBJR 25GBE TWINAX 4 PORT IO MODULE PAIR 1 450-AIOH C19 PWRCORD PAIR NEMA5-15 125V 10A 2Metr 1 470-ADUI 3M PASSIVE 25G TWINAX CABLE QTY 2 6 828-4821 ProSupport: Mission Critical 4-Hour 7x24 On-Site Low Capacity SSD Add-On, 5 Years 8 Subtotal:$60,729.00 PowerProtect Description Price Qty Ext. Price BUILD (1) PowerProtect DataDomain 6400 with 60 Months ProSupport Mission Critical $36,387.00 1 $36,387.00 210-BCFX Controller DD6400 NFS CIFS 1 321-BHJM SYSTEM DD6400 PSNT 1 800-BBQV Informational Purposes Only 1 877-3653 Dell Hardware Limited Warranty 1 877-3660 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 3 Years 1 877-3662 ProSupport Mission Critical 4-Hour 7x24 Onsite Service with Emergency Dispatch 2 Years Extended 1 877-3665 ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years 1 955-9041 Dell Hardware Limited Warranty Plus On Site Service Extended Year 1 989-3439 Thank you choosing Dell ProSupport. For tech support, visit //www.dell.com/support or call 1-800- 945-3355 1 619-ARIH DD OS 7.7X=IA 1 492-BDET DD 10GSFP IO MODULE NDC INTEL 1 750-ADOJ DD6400 Field Install Kit 1 149-BBKF LICENSE BASE DD OE=IA 1 868-5994 5 Years ProSupport Mission Critical Operating Env Sftwr Spt-Maint 1 Page 5 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 PowerProtect Description Price Qty Ext. Price 868-5960 5 Years ProSupport Mission Critical Capacity Bundle 1TB Raw Sftwr Spt-Contract 1 868-5964 5 Years ProSupport Mission Critical DD Cloud Tier Sftwr Spt- Contract 1 900-9997 On-Site Installation Declined 1 379-BDPD ISG Product (info)1 800-BBQV Informational Purposes Only 16 492-BDEV DD 25GSFP ENET 2PT INTEL 1 470-AFCN Cable 10GbE 3M AOC 4 470-AFCR Cable 25GbE 7M AOC 2 149-BBKE DD6400 Capacity License Bundle 1TBu=CC 16 868-6010 5 Years ProSupport Mission Critical Capacity Bundle 1TB Raw Sftwr Spt-Maint 16 151-BBRH DD6400 Cloud Tier 1TB =CC 64 868-5953 5 Years ProSupport Mission Critical DD Cloud Tier Sftwr Spt-Maint 64 Subtotal:$36,387.00 PPDM Description Price Qty Ext. Price BUILD (1) PowerProtect Data Manager license with 60 Months ProSupport Mission Critical $8,641.00 1 $8,641.00 210-AYMW Dell EMC PowerProtect Data Manager Essentials 1 379-BDTQ Thank you for buying Dell EMC 1 849-3716 5 Years ProSupport MissionCritical PowerProtect Data Mgr Essentials per Socket SftwrSpt-Contract 1 528-CRYV PowerProtect Storage Direct DD vD=IA 1 528-CRYX PowerProtect Cyber Recovery=IC 1 528-CRZJ vRealize=IA 1 825-8623 Certified Deployment Partner T1 or Distributors 1 929-3709 Thank you for Your Order 1 Page 6 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 PPDM Description Price Qty Ext. Price 935-6720 Thank you for Your Order 1 626-BBBG Storage Software Info 1 528-CQFC Dell EMC PowerProtect Data Manager Essentials=IA 3 849-3673 5 Years ProSupport Mission Critical PowerProtect Data Mgr Essentials per Socket Sftwr Spt-Maint 3 142-BBFQ Data Protection Advisor=CA 3 528-CPWX Data Protection Central=CA 3 528-CPWY PowerProtect Oracle RMAN Agent=CA 3 528-CPWZ PowerProtect Microsoft Agent=CA 3 528-CPXB PowerProtect Database Agent=CA 3 528-CPXD EMC Granular Recovery Microsoft=CA 3 528-CRYS PowerProtect Storage Direct for PMAX=CA 3 528-CRYW vProtect=CA 3 528-CRYZ PowerProtect Storage Direct for XIO=CA 3 528-CRZC Cloud Disaster Recovery=CC 3 528-CRZG PowerProtect Storage Direct for VMAX=CA 3 528-CRZF RecoverPoint for VMs=IA 3 141-BIBE Cloud Snapshot Manager SaaS=IB 30 528-CPXC PowerProtect DD Virtual Edition=CA 3 528-CPXF Dell EMC Cloud Tier=CA 3 Subtotal:$8,641.00 IMPLEMENTATION Description Price Qty Ext. Price IMPLEM1234 [RE]DESIGN Comprehensive, White-Glove Implementation - included $0.00 1 $0.00 Subtotal:$0.00 Page 7 of 9 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Contract Code Description Qty NASPO Contract -C000000878001 [re]DESIGN Terms and Conditions 1.Process of Quoting and Ordering Customer may request a quote through [re]DESIGN for any products from associated vendors. Quoted prices are effective until the expiration date of the Quote. Customer may place an Order for the offerings quoted by (i) issuing a Customer Purchase Order that references such Quote and, if applicable, contract code or (ii) executing [re]DESIGN Quote in the form of signature and date. Orders may be returned if product arrives damaged, missing items, or is incorrect based on agreed upon Quote. 2.Product Delivery, Shipment, Transfer of Risk & Title & Acceptance 2.a Shipment; Unless otherwise agreed, [re]DESIGN will arrange for shipment of the ordered products to the ship-to address indicated by Customer. Delivery dates are indicative and will be provided as soon as available, updates provided to Customer directly by [re]DESIGN. Software may be provided by delivery of physical media or through electronic means to the email address provided by Customer. Customer shall notify [re]DESIGN within 21 days of invoice date if Customer believes any product included in the order is missing, wrong, or damaged and shall ensure that the intended installation site meets the specifications as per the product documentation. 2.b Transfer of Risk and Title; Costs Risk of loss for equipment and physical media transfers to Customer upon delivery. Title to sold Equipment passes to Customer upon delivery. "Delivery" for equipment occurs when carrier completes delivery at Customers designated point of shipment. "Delivery" of software occurs either when Customer is notified by [re]DESIGN that software is available for download, or when carrier completes delivery at Customers designated point of shipment. Unless otherwise agreed, cost of transit insurance on behalf of Customer shall be included in the total price on the stated Quote. 2.c Acceptance; All products will be deemed to be accepted upon Delivery. Customer may return products if damaged, missing items, incorrect per Quote agreed upon. 3.Invoicing, Payment Terms, and Taxes 3.a Invoicing; [re]DESIGN shall invoice Customer in the currency agreed in the Order. If Customer is tax exempt, customer must provide tax exemption letter to [re]DESIGN. Otherwise, [re]DESIGN is obligated by applicable law to collect and remit any taxes or fees from Customer on final invoice for Order. It will be added as a separate line item in accordance with statutory requirements. [re]DESIGN will invoice Customer on Net30 terms from date of shipment of Order. All invoice terms will be deemed accurate unless Customer advises [re]DESIGN within 10 days following receipt. If Customer advises [re]DESIGN of a material error, (a) any amounts corrected by [re]DESIGN shall be paid by Customer within 14 days of correction, and (b) all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and [re]DESIGN concludes the amount is accurate, Customer must pay interest of 1.5% on the unpaid disputed amount from the due date until [re]DESIGN's receipt of payment. Customer may offset, defer or deduct any invoiced amounts that [re]DESIGN determines are incorrect following the notification of the process started above. 3.b Payment Terms; Customer shall pay [re]DESIGN's invoices in full and in the same currency as [re]DESIGN's invoice within the time noted on [re]DESIGN's invoice. Standard terms are Net30. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under California law. 3.c Taxes; The charges due hereunder are exclusive of, and customer shall pay or reimburse [re]DESIGN for all value added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes, governmental fees, levies, customers and duties resulting from Customer's purchase, except for taxes based on [re]DESIGN's net income, gross revenue, or employment obligations. If Customer qualifies for tax exemption, Customer must provide [re]DESIGN with a valid certificate of exemption or other appropriate proof of exemption. If customer is required to withhold taxes, then Customer will within 60 days of remittance to the applicable tax authority provide [re]DESIGN with satisfactory evidence (e.g., official withholding tax receipts) that Customer has accounted to the relevant authority for the sum withheld or deducted. Otherwise, [re]DESIGN will charge customer for the amount that Customer has deducted for the transaction. In addition to the foregoing terms, this Quote, as it relates to the Dell Technologies items, is governed by and subject to the Commercial Terms of Sale available at https://i.dell.com/sites/csdocuments/Legal_Docs/en/dell_commercial_terms_of_sales.pdf and available in hard copy upon request and is incorporated in its entirety in this Quote and which the Customer acknowledges having read and agrees to be bound by such online terms. Page 8 of 9 4. Vendor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 redesign-group.com (424) 207-1600 Production Site - 5 Year Quote Prepared by:Prepared for:Quote Information: The [RE]DESIGN Group City of Cupertino Quote #: 003886 Sarah Reynolds (424) 207-1600 sreynolds@redesign-group.com , Tommy Yu (408) 777-3189 tommyy@cupertino.org Version: 1 Delivery Date: 08/15/2023 Expiration Date: 09/14/2023 Quote Summary Description Amount Servers $71,376.00 Storage $60,729.00 PowerProtect $36,387.00 PPDM $8,641.00 IMPLEMENTATION $0.00 Total:$177,133.00 Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. Payment Terms are Net 30. After orders are placed, a final invoice will be provided that shall include all applicable taxes and shipping charges not included herein. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under California law. By signing below, the above-named Company, acting underdue and proper authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group. The [RE]DESIGN Group City of Cupertino Signature: Name: Title: Date: Signature: Name: Date: Page 9 of 9 Signature: Signature: Date: City Clerk City Attorney City Manager Phil Sanginario CEO Oct 5, 2023 Christopher D. Jensen Pamela Wu Oct 5, 2023 Oct 5, 2023 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1.Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2.Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ,a`oRo° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/15/23 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: a"c°NN Ex1: 310 782-8586 A/C No: 310 787-0039 MCD INSURANCE AGENCY info mcdinsurance.com PO Box 3219 -ADDRESS: INSURERS AFFORDING COVERAGE NAIC # Torrance, CA 90510-3219 INSURER A: License #: INSURED INSURER B : INSURERC: Mid Century Insurance Company 21687 The Drala Proiect Inc.lnc INSURER ID: DBA Redesign It INSURERE: 2629 Manhattan Ave INSURER F : Hermosa Beach CA 90254 CA 90254 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPPER DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) "/4 N E09486594 08/01/23 08/01/24 X SPER TATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insured with respect to Workers Compensation policy as required by written contract. Waiver of Subrogation applies as required by written contract. 10 days notice of cancellation for non payment. 30 days notice of cancellation for underwriting reasons. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 31 (Ed. 6-20) BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our paymentsfrom anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 3.0 % of the California workers compensation premium otherwise due on such remuneration, subject to a minimum charge of $250 All written contracts in the state(s) of: CA This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 08/01 /23 Insured (DBA) REDESIGN IT 2629 MANHATTAN AVE # 307 HERMOSABEACH CA902542411 Policy No. E0948 65 94 Endorsement No. Insurance Company MID CENTURY INSURANCE COMPANY Countersigned By WC990631 (Ed. 6 20) Includes copyright material of the Workers Compensation Insurance Rating Bureau of California. All rights reserved. 1001486 132849.13 04-22-2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 08/11/2023 ANTHONY SEGIL 15315 MAGNOLIA BLVD STE 405 SHERMAN OAKS CA 91403 ANTHONY SEGIL 818-788-1144 818-748-9156 THE DRALA PROJECT, INC DBA [RE] DESIGN-IT, INC. 2629 MANHATTAN AVENUE SUITE 307 HERMOSA BEACH CA 90254 25143 A TECH SERV E&O PROF LIAB CYBER LIAB-DATA BREACH Y PS0000005468903 06/10/2023 06/10/2024 LIMIT OF LIAB $3,000,000 LIMIT OF LIAB $1,000,000 THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS (ADDITIONAL INSUREDS) ARE TO BE COVERED AS ADDITIONAL INSUREDS. INSURANCE POLICY SHALL STATE THAT COVERAGE SHALL NOT BE CANCELED OR ALLOWED TO EXPIRE, EXCEPT WITH WRITTEN NOTICE TO CITY 30 DAYS IN ADVANCE OR 10 DAYS IN ADVANCE IF DUE TO NON-PAYMENT OF PREMIUMS. CITY OF CUPERTINO 10300 TORRE AVENUE CUPERTINO CA 95014 State Farm Fire and Casualty Company 08/11/2023 Cross Insurance-Wakefield 401 Edgewater Place Suite 100 Wakefield MA 01880 Agency Accounts (781) 914-1000 (781) 224-5777 The Drala Project Inc, DBA: [RE]DESIGN_IT 2629 Manhattan Ave Suite 307 Hermosa Beach CA 90254 Pacific Employers Insurance Co 22748C Ace Property & Casualty Ins Co 20699C CL2311922347 A D97083083 02/02/2023 02/02/2024 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 Combined Total AGG 4,000,000 A D97083083 02/02/2023 02/02/2024 1,000,000 B D97081438 02/02/2023 02/02/2024 5,000,000 5,000,000 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on Consultants CGL and Automobile liability policies. Waiver of Subrogation applies under General Liability, as required by written contract. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY BUSINESSOWNERS LIABILITY EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments — Bail Bonds And Bonds To Appeal Judgments — No Sublimit 2 Medical Expenses — Three Years To Report Expenses 2 Non -Owned Watercraft Under 55 Feet 2 Non -Owned Aircraft 2 Damage To Property — Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured — Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured — Employees(including For CPR and First Aid And Volunteer Workers 3 Additional Insured — Lessor Of Leased Equipment 4 Additional Insured — Managers Or Lessors Of Premises 4 Additional Insured - Vendors 5 Additional Insured — Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You — $1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 12 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A. SUPPLEMENTARY PAYMENTS — BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension — Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 1 of 11 B. MEDICAL EXPENSES — THREE YEARS TO REPORT EXPENSES In Section II — Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and C. NON -OWNED WATERCRAFT UNDER 55 FEET In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; D. NON -OWNED AIRCRAFT In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II — Liability: This exclusion does not apply to an aircraft you do not own provided: 1. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. E. DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F. WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 2 of 11 2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G. WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or to any co -"employee" while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to "bodily injury" only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, "executive officers", partners or supervisors as insureds. The limitations also do not apply to your "employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". (2) 'Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or by any of your "employees". This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner. b. Your "volunteer workers", but only while acting within the scope of their activities for you and at your direction. H. ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2. Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 3 of 11 e. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES f. Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to be a tenant in such premises. (2) Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g. Any person or organization who is a vendor of "your products", but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 4 of 11 With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraph (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 5 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1) To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1) That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An Insured: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: a. Ownership, maintenance or use of any assets; or b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 6 of 11 The most we will pay on behalf of such person or organization is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I. DAMAGE TO PREMISES RENTED TO YOU — $1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4. Aggregate Limits The most we will pay for: a. All "bodily injury" and "property damage" that is included in the "products -completed operations hazard" is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage" except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II — Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section 11 - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 7 of 11 1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and "property damage" caused by 'occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a. A separate Location General Aggregate Limit will apply to each 'location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b. The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage' under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage' included in the "products - completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location". d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage' caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a. Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single 'location". 3. Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of "locations". 4. Any payments we make for "bodily injury" or "property damage' included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit regardless of the number of 'locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location." 5. As used in this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 8 of 11 K. KNOWLEDGE/NOTICE OF OCCURRENCE In Section 11 - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: e. Knowledge of an "occurrence" or offense by an agent or "employee" of the insured will not constitute knowledge by the insured, unless an "executive officer" (whether or not an "employee") of any insured or an "executive officer's" designee knows about such "occurrence" or offense. Failure of an agent or "employee" of the insured, other than an "executive officer" (whether or not an "employee") of any insured or an "executive officer's" designee, to notify us of an "occurrence" or offense that such person knows about will not affect the insurance afforded to you. f. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L. BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M. COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4. "Coverage territory" means all parts of the world. However, "coverage territory" does not include any: a. "Bodily injury" or "property damage" that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured's responsibility to pay damages is determined by a "suit" on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b. Injury or damage in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 9 of 11 N. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III — Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. O. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III — Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is insurance that applies to "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (c) If the loss arises out of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 10 of 11 (2) The total of all deductible and self -insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. P. WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III — Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2. Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 11 of 11 12/4/2017 CALIFORNIA - HIRED AUTO AND NON -OWNED AUTO LIABILITY BP 06 86 05 17 - CALIFORNIA - HIRED AUTO AND NON - OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $ 39 B. Non -owned Auto Liability $ 69 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Insurance is provided only for those coverages for which a specific premium charge is shown in the Declarations or in the Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II - Liability applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non -owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II - Liability applies to "bodily injury" or "property damage" arising out of the use of any "non -owned auto" in your business by any person. B. For insurance provided by this endorsement only: The exclusions under Paragraph B.I. Applicable To Business Liability Coverage in Section II - Liability, other than Exclusions a., b., d., f. and 1. and the Nuclear Energy Liability Exclusion, are deleted and replaced by the following: a. "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. 2. Paragraph C. Who Is An Insured in Section II - Liability is replaced by the following: 1. Each of the following is an insured under this endorsement to the extent set forth below: https://www5. iso.com/clm/app/toc.do?docNode=FO_85&selectedPublication=BP-CA-SI M-12/01 /2017&selectedPublisher—ISO&dispName=FO_BP068... 1 /2 12/4/2017 CALIFORNIA - HIRED AUTO AND NON -OWNED AUTO LIABILITY a. You; b. Any other person using a "hired auto" with your permission; c. For a "non -owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non -owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. 2. None of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co -"employee" of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co - "employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; b. Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non -owned auto" or any agent or "employee" of any such owner or lessee; or e. Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For the purposes of this endorsement only, Paragraph H. Other Insurance in Section III - Common Policy Conditions is replaced by the following: This insurance is excess over any primary insurance covering the "hired auto" or "non -owned auto". D. The following additional definitions apply: 1. "Auto business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3. "Non -owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your partners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. https://www5.iso.com/clm/app/toc.do?docNode=FO_85&selectedPublication=BP-CA-SI M-12/01 /2017&selectedPub[isher-ISO&dispName=FO_BP068... 2/2 Data Center Refresh Cooperative Agreement Final Audit Report 2023-10-05 Created:2023-10-04 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAATeRs20d9Os-CglAV_hIecmRCrW5i4mWC "Data Center Refresh Cooperative Agreement" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2023-10-04 - 9:11:08 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-10-04 - 9:19:48 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-10-04 - 9:19:53 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-10-05 - 3:42:48 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Phil Sanginario (psanginario@redesign-group.com) for signature 2023-10-05 - 3:42:54 PM GMT Email viewed by Phil Sanginario (psanginario@redesign-group.com) 2023-10-05 - 4:14:23 PM GMT- IP address: 104.47.66.126 Document e-signed by Phil Sanginario (psanginario@redesign-group.com) Signature Date: 2023-10-05 - 4:14:59 PM GMT - Time Source: server- IP address: 68.96.68.94 Document emailed to christopherj@cupertino.org for signature 2023-10-05 - 4:15:05 PM GMT Email viewed by christopherj@cupertino.org 2023-10-05 - 5:30:22 PM GMT- IP address: 174.194.133.211 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-10-05 - 5:30:50 PM GMT- IP address: 174.194.133.211 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-10-05 - 5:30:52 PM GMT - Time Source: server- IP address: 174.194.133.211 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-10-05 - 5:30:56 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-10-05 - 5:33:47 PM GMT- IP address: 104.47.74.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-10-05 - 5:34:05 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-10-05 - 5:34:11 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-10-05 - 6:08:53 PM GMT- IP address: 104.28.111.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-10-05 - 6:12:18 PM GMT - Time Source: server- IP address: 104.28.123.181 Agreement completed. 2023-10-05 - 6:12:18 PM GMT