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Home My WebLink About109-21 RESOLUTION04 FAY ETT� S RK4N5>5 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 109-21 File Number: 2021-0178 HOWARD TECHNOLOGY SOLUTIONS: A RESOLUTION TO APPROVE THE PURCHASE OF AUDIO-VISUAL EQUIPMENT AND ASSOCIATED INSTALLATION SERVICES FROM HOWARD INDUSTRIES, INC. IN THE AMOUNT OF $25,418.19, PURSUANT TO A NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS VALUEPOINT COOPERATIVE PURCHASING CONTRACT, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $2,541.81 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the purchase of audio-visual equipment and associated installation services from Howard Industries, Inc. in the amount of $25,418.19 (plus any applicable taxes and freight charges), pursuant to an National Association of State Procurement Officials ValuePoint cooperative purchasing contract, for the Water and Sewer Training Room, and further approves a project contingency in the amount of $2,541.81. PASSED and APPROVED on 4/6/2021 Page 1 Printed on 417121 P City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 I (479) 575-8323 '•?' Text File File Number: 2021-0178 Agenda Date: 4/6/2021 Version: 1 Status: Agenda Ready In Control: City Council Meeting File Type: Resolution Agenda Number: A 14 HOWARD TECHNOLOGY SOLUTIONS: A RESOLUTION TO APPROVE THE PURCHASE OF AUDIO-VISUAL EQUIPMENT AND ASSOCIATED INSTALLATION SERVICES FROM HOWARD INDUSTRIES, INC. IN THE AMOUNT OF $25,418.19, PURSUANT TO A NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS VALUEPOINT COOPERATIVE PURCHASING CONTRACT, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $2,541.81 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the purchase of audio-visual equipment and associated installation services from Howard Industries, Inc. in the amount of $25,418.19 (plus any applicable taxes and freight charges), pursuant to an National Association of State Procurement Officials ValuePoint cooperative purchasing contract, for the Water and Sewer Training Room, and further approves a project contingency in the amount of $2,541.81. City of Fayetteville, Arkansas Page 1 Printed on 41612021 Tim Nyander Submitted By City of Fayetteville Staff Review Form 2021-0178 Legistar File ID 4/6/2021 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 3/10/2021 WATER SEWER (720) Submitted Date Division / Department Action Recommendation: Staff recommends approval of the purchase of audio visual equipment and associated installation services for the Water and Sewer training room from Howard Technology Solutions, a division of Howard Industries, Inc. in the amount of $25,418.19 including freight and taxes, pursuant to the National Association of State Procurement Officials (NASPO) ValuePoint Cooperative Purchasing Program, and approval of a project contingency in the amount of $2,541.81. Budget Impact: 5400.720.1840-5210.00 Water and Sewer Account Number Fund 15020.1 Water/Sewer Building -Office Improvements Project Number Project Title Budgeted Item? Yes Current Budget $ 187,771.00 Funds Obligated $ - Current Balance $ 187,771.00 Does item have a cost? Yes Item Cost $ 27,960.00 Budget Adjustment Attached? No Budget Adjustment $ - Remaining Budget $ 159,811.00 V20180321 Purchase Order Number: Previous Ordinance or Resolution # Change Order Number: Approval Date: Original Contract Number: Comments: CITY OF FAYETTEVILLE ARKANSAS MEETING OF APRIL 6, 2021 TO: Mayor Lioneld Jordan THRU: Susan Norton, Chief of Staff CITY COUNCIL MEMO FROM: Tim Nyander, Utilities Director Keith Macedo, Director of Information Technology DATE: March 10, 2021 SUBJECT: Howard Technology Solutions — Water and Sewer Training Room Technology Improvements RECOMMENDATION: Staff recommends approval of the purchase of audio visual equipment and associated installation services for the Water and Sewer training room from Howard Technology Solutions, a division of Howard Industries, Inc. in the amount of $25,418.19 including freight and taxes, pursuant to the National Association of State Procurement Officials (NASPO) ValuePoint Cooperative Purchasing Program, and approval of a project contingency in the amount of $2,541.81. BACKGROUND: The Water and Sewer facility has a large training room that can support up to 60 people. The training room is utilized for various meetings and training programs, many of which are related to licenses or certifications that are required for staff to maintain the City water and sewer systems. Audio visual equipment and services were bid by the State of Minnesota for itself and on behalf of NASPO ValuePoint cooperative purchasing program. The State of Arkansas signed a NASPO ValuePoint participating agreement for equipment and services with Howard Technology Solutions which can be utilized by all state agencies and cooperative participants including cities, counties, schools (K-12), colleges and universities via state contract 4600035740. Contract 4600035740 was signed by the state of Arkansas on September 9, 2015, to allow the State to leverage the NASPO ValuePoint contract MNWNC-114. DISCUSSION: The City's training room needs have changed over the last year with instructor led classes being held virtually. The current water and sewer training room has minimal technology within the room and has inadequate speakers, projector, and microphones that limit the rooms effectiveness related to virtual training. The attached equipment and associated installation services will allow the training room to effectively host virtual training classes by providing adequate sound, microphone, projector, and associated equipment to enable staff to interact with online meeting and training sessions. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 Howard Technology Solutions has submitted a quote in the amount of $20,447.19 for the equipment, which includes freight and taxes. They also submitted a quote in the amount of $4,971.00 for the labor associated with the installation. The total estimated amount for equipment and labor is $25,418.19, which includes freight and taxes. Staff also recommends an overall project contingency in the amount of $2,541.81. BUDGET/STAFF IMPACT: Funding is available within the Water/Sewer Building -Office Improvements account within the Water & Sewer Fund. Attachments: Equipment Quote Labor Quote Statement of Work Standard Service Contract NASPO ValuePoint MNWNC-114 Contract State of Arkansas Participating Addendum Phone: 1.888.912.3151 Howard Computers Fax: 1.601.399.5077 P.O. x 1588 Online: www.howardcomputers.com ""V WWRP Laurel, oMS 39441 TECHNOLOGY SOLUTIONS Online Quotation Quote No: PP2 1092728.00 Quote Date: February 24, 2021 Customer Name: Keith Macedo Phone Number: 4795758320 Company Name: City Of Fayetteville Information Technology Fax Number: Quote Name: OPP-010320 // AV Upgrade Water/Sewer Training Room Unit Category Description Qty. Ext. Price Price System Type: Accessories 1: Epson PowerLite L61OU - 3LCD projector- 6000 lumens (white) - 6000 lumens (color) - WUXGA (1920 x 1200) - 16:10 - 1080p - 802.11 n wireless / LAN - Epson Brighter Futures Education Program 1 $3,442.00 $3,442.00 MPN: V11H901020 Contract(s): NASPO -Arkansas 2: Chief RPA Elite Series RPMA-UW - Ceiling mount for projector -aluminum, steel -white MPN: RPMAUW 1 $184.00 $184.00 Contract(s): NASPO -Arkansas 3: Chief CMA372 - Mounting component (unistrut ceiling mount adapter) - black MPN: CMA372 1 $42.00 $42.00 Contract(s): NASPO -Arkansas 4: Chief CMS-0203W- Mounting component (extension column) for projector- aluminum - white MPN: CMS0203W 1 $104.00 $104.00 Contract(s): NASPO - Arkansas 5: C2G Trul-ink A/V Controller - Universal remote control - 8 buttons - cable/infrared - white MPN: 40348 1 $230.00 $230.00 Contract(s): NASPO - Arkansas 6: C2G Controller Administration Kit MPN: 40234 1 $1.00 $1.00 Contract(s): NASPO -Arkansas 7: Mersive Solstice Pod Gen3 with perpetual Unlimited Enterprise software license (unlimited users) and 3 years Solstice Subscription (power supply and HDMI cable sold separately) 1 $1,376.00 $1,376.00 MPN: SP-8000-E3 8: Mersive Power supply for the Solstice Pod Gen3 console including international plug adaptors 1 $21.00 $21.00 MPN: SP-8301-E 9: Logitech Wireless Combo MK520 - Keyboard and mouse set - wireless - 2.4 GHz - US MPN: 920-002553 1 $55.00 $55.00 Contract(s): NASPO -Arkansas 10: Vaddio EasylP 20 Mixer Base Kit White NA 1 $4 835.00 $4 835.00 MPN: 999-30231-000 W 11: Vaddio EasylP 20 Camera White MPN: 999-30230-000W 1 $2,821.00 $2,821.00 Contract(s): NASPO - Arkansas 12: Vaddio EasylP CeilingMIC D White MPN: 999-85810-000 4 $747.00 $2,988.00 Contract(s): NASPO - Arkansas 13: C2G HMDI and USB B Pass Through Wall Plate - Single Gang - Mounting plate - in -wall mountable - HDMI. USB Type B - brushed aluminum - 1-gang 1 $21.00 $21.00 MPN: 39874 Contract(s): NASPO -Arkansas 14: C2G 50ft HDMI Cable - Active HDMI - High Speed - CL-3 Rated - In Wall Rated - HDMI cable - HDMI (M) to HDMI (M) - 50 ft - black 3 $76.00 $228.00 MPN:41367 Contract(s): NASPO - Arkansas 15: C2G 6ft HDMI Cable Cable - High Speed Flexible with Low Profile Connectors - HDMI cable - HDMI (M) to HDMI (M) - 6 ft - double shielded - black 1 $13.00 $13.00 MPN: 41364 Contract(s): NASPO - Arkansas 16: West Penn 1P 22G STRD SHLD PVC JKT 500' Audio & Control MPN: 291GY0500 1 $47.00 $47.00 Contract(s): NASPO - Arkansas 17: West Penn 1P 14G STRD USHLD PVC JKT 500' Speaker MPN: 226GY0500 1 $148.00 $148.00 Contract(s): NASPO - Arkansas 18: Leviton Bulk Hook and Loop Wrap - Cable wrap - 75 ft 1 $55.00 $55.00 MPN: 43115-075 19: Comprehensive 9 Pin Jack with Hood Connector MPN: DB9F 2 $3.00 $6.00 Contract(s): NASPO - Arkansas 20: Comprehensive 9 Pin Plug with Hood Connector MPN: DB9M 2 $3.00 $6.00 Contract(s): NASPO - Arkansas 21: Comprehensive EXF series Pro Stereo 3.5mm mini plug audio connector MPN: MPS-PRO1 1 $4.00 $4.00 Contract(s): NASPO - Arkansas 22: Comprehensive Standard - Power cable - NEMA 5-15 (P) to IEC 60320 C13 - AC 125 V - 10 A - 25 ft - molded - black 1 $10.00 $10.00 MPN: PWC-BK-25 Contract(s): NASPO - Arkansas 23: C2G 1000ft Cat6 Bulk Ethernet Network Cable -Solid UTP-Riser CMR Blue TAA - Bulk cable - 1000 ft - UTP - CAT 6 - riser - blue 1 $182.00 $182.00 MPN: 56017 Contract(s): NASPO -Arkansas 24: C2G Modular Plug for Round Solid/Stranded Cable - Network connector- RJ45 (M) - CAT 6 - clear (pack of 50) 1 $19.00 $19.00 MPN: 00889 Contract(s): NASPO - Arkansas 25: Middle Atlantic Trim -Head Hardware H W100 - Screw kit - black (pack of 100) MPN: HW100 1 $24.00 $24.00 Contract(s): NASPO -Arkansas 26: Middle Atlantic EB 1 -Blank panel -black powder coat- 1 U - 19' (pack of 12) MPN: EB1-CP12 2 $83.00 $166.00 Contract(s): NASPO -Arkansas 27: SurgeX Rackmount Power 8 Outlets (all on Back).. 15 Amps (No Switch) 1 $163.00 $163.00 MPN: SX-DS-158 28: JBL Control 28-1 - Speaker - for PA system - 120 Watt - 2-way - black, RAL 9004 2 $221.00 $442.00 MPN: CONTROL 28-1 29: Crestron 2x210W Commercial Power Amplifier. 4/87 or 70/1 o0V MPN: AMP-2210T 1 $729.00 $729.00 Contract(s): NASPO -Arkansas Sub -Total: $18,362.00 Parts & Accessories Shipping: $226.35 Taxes: $ 1,858.84 Total for Item 1: $20,447.19 This quote will expire March 26, 2021. To expedite your order, please include your quote number with your Purchase Order. Sub -Total: $18,362.00 Parts & Accessories Shipping: $226.35 Taxes: $ 1,858.84 Total: $20,447.19 Notes: Pricing and availability subject to change without notice. Packaging, Shipping. and Handling fees are not included unless specifically stated. Prices and lease payments do not include applicable taxes. Ship dates are approximations and are not guarantees. Quick ship items not available in Alaska, Hawaii. or outside the United States. Specific state laws may affect shipment of products. Any order for kiosks must be canceled prior to 21 days from the scheduled date of shipment to avoid incurring a 50% cancellation fee. Any cancellation made within that 21-day window will automatically incur a charge equivalent to 50% of the total kiosk order being canceled. Howard reserves the right to charge a 25% restocking fee for cancellation of a purchase order after Howard has commenced fulfillment of the order. Howard may, with notice, cancel any purchase order at any time without any liability to the Purchaser. Howard reserves the right to charge the Purchaser full purchase price for delaying shipment of a purchase order for an extended period of time which then results in the cancellation of said order. Given the current uncertainties related to international trade. Howard hereby reserves the right to unilaterally revise the prices quoted herein in the event its manufacturing or procurement costs for such goods increase due to the imposition by the United States or any other country of new or higher tariff(s) or of any other similar tax, fee or charge. If Purchaser fails to pay any invoice in full within the time quoted herein. Howard may; without notice, accelerate the due date of all outstanding invoices and require that all outstanding invoices, including any interest thereon, be immediately due and payable in full. Howard's product warranties and return policies and related information, which are available at hftps://www.howardcomputers.com/support/warranties.cfm and https://www.howardcomputers.com/support/returnpolicy.cfm, are fully adopted and incorporated herein by reference. These may also be obtained by calling 1-888-912-3151 or emailing webmaster@howardcomputers.com. THIS QUOTATION IS EXPRESSLY LIMITED TO, AND EXPRESSLY MADE CONDITIONAL ON, PURCHASER'S ACCEPTANCE OF THE TERMS SET FORTH OR INCORPORATED HEREIN; HOWARD OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS. Phone: 1.888.912.3151 Howard Computers Fax: .601.39.5077 Online: lwww o9 ardcomputers.com "V Wo4RV ' Lauur l,,oMS 39441 TECHNOLOGY SOLUTIONS Online Quotation Quote No: PP2 1092729.00 Quote Date: February 24, 2021 Customer Name: Keith Macedo Phone Number: 4795758320 Company Name: City Of Fayetteville Information Technology Fax Number: Quote Name: OPP-010320 // Labor Unit Category Description Qty Ext. Price Price System Type: Accessories 1: Labor MPN: OPP-010320: Labor 1 $2,798.00 $2,798.00 Contract(s): NASPO -Arkansas 2: Standard Service Contract MPN: OPP-010320: SSC 1 $1,062.00 $1,062.00 Contract(s): NASPO - Arkansas 3: Contingency reserve for potential project needs, to be utilized with customer preapproval only MPN: OPP-010320: Contingency Fee 1 $1,111.00 $1,111.00 Contract(s): NASPO - Arkansas Sub -Total: $4,971.00 Parts & Accessories Shipping: Included Taxes: Tax Exempt Total for Item 1: $4,971.00 This quote will expire March 26, 2021. To expedite your order, please include your quote number with your Purchase Order. 'Total for all pre -configured -items Sub -Total: $4,971.00 Parts & Accessories Shipping: Included Taxes: Tax Exempt Total: $4,971.00 Notes: Pricing and availability subject to change without notice. Packaging, Shipping, and Handling fees are not included unless specifically stated. Prices and lease payments do not include applicable taxes. Ship dates are approximations and are not guarantees. Quick ship items not available in Alaska, Hawaii, or outside the United States. Specific state laws may affect shipment of products. Any order for kiosks must be canceled prior to 21 days from the scheduled date of shipment to avoid incurring a 50% cancellation fee. Any cancellation made within that 21-day window will automatically incur a charge equivalent to 50% of the total kiosk order being canceled. Howard reserves the right to charge a 25% restocking fee for cancellation of a purchase order after Howard has commenced fulfillment of the order. Howard may.. with notice, cancel any purchase order at any time without any liability to the Purchaser. Howard reserves the right to charge the Purchaser full purchase price for delaying shipment of a purchase order for an extended period of time which then results in the cancellation of said order. Given the current uncertainties related to international trade. Howard hereby reserves the right to unilaterally revise the prices quoted herein in the event its manufacturing or procurement costs for such goods increase due to the imposition by the United States or any other country of new or higher tariff(s) or of any other similar tax. fee or charge. If Purchaser fails to pay any invoice in full within the time quoted herein. Howard may without notice, accelerate the due date of all outstanding invoices and require that all outstanding invoices. including any interest thereon.. be immediately due and payable in full. Howard's product warranties and return policies and related information, which are available at https://www.howardcomputers.com/support/warranties.cfm and https://www.howardcomputers.com/support/returnpolicy.cfm are fully adopted and incorporated herein by reference. These may also be obtained by calling 1-888-912-3151 or emailing webmaster@howardcomputers.com. THIS QUOTATION IS EXPRESSLY LIMITED TO. AND EXPRESSLY MADE CONDITIONAL ON PURCHASER'S ACCEPTANCE OF THE TERMS SET FORTH OR INCORPORATED HEREIN HOWARD OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS. Wr OT4ZAL.."a TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES. INC Network Services Help Desk Services Desktop Services Cabling & Telecom Services Warranty & Maintenance Services Note: This Statement of Work covers Howard Technology SOILItions for the installation of AV Equipment for City of Fayetteville. Date: 2/24/2021 OPP # 010320 Quote # PP2 1092729.00 & 1092728.00 Summary Statement of Work This summary statement of work covers the onsite installation of new AV equipment in the Water & Sewer Facility training room. Scope: 1. Un-installation of the existing projector and equipment in the existing equipment rack. This equipment will be turned over to the city. The existing screen and rack will be re- used. 2. Installation of a new Epson laser projector in the ceiling to shoot onto the existing screen. 3. Installation of a Mersive presentation gateway in the equipment rack. Connect the HDMI output of the existing computer located in the rack room to the HDMI input of the gateway. Connect the HDMI outputs of the gateway to the HDMI input of the projector. Connect the PoE+ port of the gateway to an customer provided LAN drop to be located in the rack area_ 4. Installation of a single gang HDMI input wall plate replacing the existing plate. Connect the wall plate to the HDMI #2 input of the projector. If this input is selected on the projector this video will not show up on the back of the room display. 5. Installation of a two -channel audio power amplifier in the equipment rack. Connect the audio output of the projector to the audio input of the amplifier. 6. Installation of two wall mounted speakers. Connect each speaker to the two 70 volt speaker outputs of the power amplifier (one speaker on each output). Tap each speaker at 60 watts 70 volts. 7. Installation of C2G control push button plate next to the existing screen. Connect the two RS232 ports of the controller to the RS232 ports on the projector and the display. Connect the relay port of the controller to the existing low voltage controller for the screen. Program the controller to control the power of the projector and display, raise and lower the screen, select the input on the projector and control the audio going to the speakers. 8. Installation of a 8 port PoE+ network switch in the equipment rack. This will be used for the camera system. 9. Installation of two PTZ cameras, one on the wall by the front door, the second on the back wall shooting towards the front of the room. Connect the PoE+ port of the cameras to PoE ports on the network switch in the equipment rack. www..how.ardcom+pkiters..com #OW#IRP �11 TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES. INC Network Services Help Desk Services Desktop Services Cabling & Telecom Services Warranty & Maintenance Services 10 Installation of four ceiling hung microphones in the room to give the best covage for the space. Connect the PoE+ ports of the microphones to PoE+ ports on the network switcher in the rack. 11. Installation of a mixer/bridge in the equipment rack. Connect the PoE+ port of the mixer to one of the PoE+ ports on the network switch. Connect the US133 port of the bridge to one of the US133 ports on the existing computer. This will allow making "Zoom" type conference calls using the camera & microphone system through the existing computer. 12. Configure and set up system. 13. Installation of necessary cabling. Customer Initials www.howardcomputers.com TECHNOLOGY SOLUTIONS ADIVISION OF HOWARD INDUSTRP,S. IN( City of Fayetteville Responsibilities o Receive all said equipment. All displays and TV's must be checked for damage at the time of delivery. Any other obviously damaged boxes should be opened and contents inspected for damage at time of delivery. Any damage must be reported to the carrier and Howard Technology immediately. Customer is responsible for full replacement cost of any such items accepted for delivery. o Delivery of equipment to the building in which the installation is to be performed. o Provide Power in all locations specified by Howard Technology before AV engineers arrive onsite for installation, to include camera locations, flat screen locations, and rack locations. o Provide Network Drops in all locations specified by Howard Technology before AV engineers arrive onsite for installation if applicable. o Provide Access times and Room Scheduling before AV Engineers Arrive onsite. o Provide a point of contact for the Project Manager to report to about any possible issues as well as progress on the installation. o Provide a locat' n for all trash and boxes to be taken to after installation is complete Customer Initials. www. howardcomputers.com #0W*4RV TECHNOLOGY SOLUTIONS A DIVISION OFHOWARD INDUSTRIES, INC Network Services Help Desk Services Desktop Services Cabling & Telecom Services Warranty & Maintenance Services - Howard Technologies' Responsibilities Upon arrival the Howard Technology's technician will: o Check -in with appropriate personnel o Have an equipment list and scope of work in hand o Answer any questions the point of contact may have about the installation o Locate and verify that all said equipment is onsite and in proper location o Document any missing or invalid equipment o Manage all cabling in a neat and organized fashion o Ensure that all projectors are adjusted properly, if applicable. o Ensure that all audio is working properly o Ensure that all switchers and distribution amplifiers are functioning properly o Ensure that over all function of the room is up to the customer's expectations. Upon departure o Contact point of contact assigned to the project o Have sign off sheet signed acknowledging departure time o Provide Training to customer on proper usage of the room o Answer any questions the customer may have about room operation o Remove all boxes and trash to location provide by the customer o Make sure all rooms are clean from debris caused by installation of said equipment HTS to perform labor for warranty issues on defective equipment only for a period of 90 days after installation at no additional charge to the end -user. Additional charges for labor and expenses may be charged when performing Manufacturer Warranty issues after the 90 day period, unless an optional Standard Service Contract has been purchased. Howard Technology Solutions will provide Proof of Insurance indicating Worker's Compensation coverage, general liability insurance coverage, and automobile liability coverage_ See attached. www.ho-wardcomputers.com TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES_ INC Terms of Payment (based on prior approved credit limit) Customer agrees to the following payment terms from Howard Technology Solutions: 1. Payment terms are based on established credit limit. 2. Payment of 100% of the equipment cost NET 30 upon receipt. a. Installation services will not be scheduled until 100% equipment payment has been received. 3. Payment of 50% of the labor cost is due and payable upon 75% of project completion. 4. Remaining 50% of the labor cost is due and payable upon complete sign off project from the customer. 5. Payment is due upon receipt of invoice. All Credit Card purchases charged 3% surcharge. 6. Projects will be invoiced either monthly or progressively based on project and circumstances. 7. If for any reason, the customer changes the scheduled installation date within a 5 day period of start date, additional charges will apply. 8. If HTS is delayed during the installation as a result of accessibility, other trades or contractors, customer's provided hardware that is faulty or incompatible, or any other reason outside of HTS's scope or responsibility, additional charges will apply. 9. The Scope of Work outlined in this proposal will be the agreed upon project scope and any requested change to scope, functionality, customer's requirement, and anything not specifically outlined in this scope will result in additional charges. 10. All hardware will be installed per manufacturer's recommendations. Any obstacles or limitations will result in a change order. 11. If accepted, the optional Standard Service Contract for systems is 1 year on newly installed equipment. Warranty begins at customer acceptance or first substantial charge, whichever occurs first. 12. Any hardware that is warranted for more than 1 year will be registered with the customer and the customer's re risibility for service after the initial 1 year HTS Standard Service Contract Customer Initials: Acceptance of Scope of Work M Authorized Project Representative (Print). Authorized Project Representative (Sign Authorized P oject Representative Posi Date. / (O , 7 p2 Authorized Howard Representative (Print) cote W%I n(An Authorized Howard Representative (Signature):l•U U�`lo " Authorized Howard Representative (Position): � 1t efc4i for j Maiuger Date: 2/24/2021 File Name: SOW PP2 1092729.00 AR City of Fayetteville OPP-010320 02242021sgV2.docx www. howa rdcomputers.. com #0W4Rt TECHNOLOGY SOLUTIONS STANDARD SERVICE CONTRACT SSCM Howard Technology Solutions, a Division of Howard Industries, Inc. ("Howard"), offers various optional service contracts for the AV products and systems sold and installed by Howard's AV group. The equipment that HTS installs normally come with a manufacturer's product warranty, which typically covers repair and/or replacement in the unfortunate event a product, proves to be defective. But manufacturers' product warranties rarely cover the labor required on the Customer's end to work through the warranty claims process and get the equipment back up and running. This is where a Howard's optional service contract comes in, as a supplement to the manufacturer's warranty, providing the Customer with the convenience of hands-on assistance and labor from the very beginning to the very end of the claims process. Our service contracts provide Howard Customers with confidence that their AV system will perform as intended with minimal disruptions and reduces the Customer's out-of-pocket expenses at the time of the claim. You have elected to purchase Howard's Standard Service Contract. In the event a warranty issue arises with a covered product, Howard will, pursuant to the terms and conditions below, provide prompt on -site labor and expert assistance to you throughout the claims process, including initial troubleshooting and performance of diagnostic assessments, facilitating submission of the warranty claim to the manufacturer on your behalf, and uninstalling and/or reinstalling parts or products repaired or replaced by the manufacturer. Terms and Conditions 1. This Standard Service Contract (this "Contract"), entered into between Howard and City of Favetteyille Information Technology (C01619) ("Customer"), covers the products identified in the Howard Quote #-1092728 & 1092729--attached hereto (the "Covered Products"). Upon receipt of Customer's payment in full of the agreed -upon price, Howard will, during the term of this Contract, perform the following services: a) Assist the Customer with troubleshooting and/or perform diagnostic assessments related to performance issues which may arise with respect to the Covered Products; b) In the event it is determined that a warranty claim should be submitted to the manufacturer for Covered Products, Howard will, on the Customer's behalf, facilitate the submission claim to the manufacturer and will assist with communicating and working with the manufacturer throughout the process, including assistance with gathering and submitting information or documentation required by the manufacturer to process the claim; c) If the Customer's claim is accepted by the manufacturer, Howard will uninstall or disassemble the warranted Covered Product as may be necessary and will also provide assistance in packaging such equipment for return, or pickup, per the manufacturer's reasonable requirements in connection with the repair or replacement of such equipment under the terms of the manufacturer's warranty; d) Then, upon the Customer's receipt of repaired or replaced equipment from the manufacturer, Howard will handle the installation or re -installation of such parts or products. 2. The term of this Contract is one (1) year, beginning on the date of Howard's installation of the Covered Products. Requests to extend the term of or renew this Contract beyond one year will be considered and negotiated on a case -by - case basis. If you are interested in extending the term, please contact your Howard representative to discuss available options. 3. This Contract is an agreement to provide labor to the Customer in the event a warranty issue arises on a Covered Product during the term hereof; it does not cover any costs of packaging or shipping materials, freight or delivery charges, related equipment or any other costs or expenses. Howard makes no representation or guarantee as to whether any manufacturer of a Covered Product will accept the Customer's warranty claim or perform under its warranty or otherwise. Page 1 of 2 4 Every reasonable effort will be made to schedule the services described herein as soon as possible and no later than seven (7) business days from the date of the request, but exact response times may be subject to the availability of Howard personnel. Customer must cooperate with and provide assistance to Howard personnel and access to Customer's facility as Howard may reasonably request for the purposes of performing the services. 5. This Contract is not a product warranty or an extension or upgrade of the manufacturer's product warranty. Howard does not warrant non -Howard branded products. Customer should refer to the manufacturer's warranty on the Cii"veiert"Pitt iiTt fur it7fi7rrrrdtirrn dbuut its -coverage and -terms; includirrg-ttoward` tandarrd trrttited Warranty as. to Howard branded products. 6. Howard warrants to the Customer that it shall perform the services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. In the event of a breach of the foregoing warranty, Howard will, in its sole discretion, either: (i) re -perform such services; or (ii) credit or refund the price of the services at the pro rata contract price. THE REMEDIES SET FORTH IN THE PRECEDING SENTENCE SHALL BE HOWARD'S ENTIRE LIABILITY FOR ANY BREACH OF THE SAID WARRANTY. IN NO EVENT SHALL HOWARD BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HOWARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HOWARD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HOWARD FOR THIS CONTRACT. 7. The Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental entity on any amounts payable by the Customer hereunder. 8. Howard is an independent contractor, and nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, employment or fiduciary relationship between the parties. All matters arising out of or relating to this Contract are governed by and construed in accordance with the laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule. AGREED: Howard Technology Solutions, a Division of Howard Industries, Inc. (Name and Title) Standard Service Contract File Name: Attachment: Howard Quote 4 161 r / Date 5 �) Date Page 2 of 2 DEPARTMENT OF ADMINISTRATION STATE OF MINNESOTA Materials Management Division 112 Administration Building 50 Sherburne Avenue ` •� St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH HOWARD TECHNOLOGY SOLUTIONS COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers, and Storage including Related Peripherals & Services) TO: Howard Technology Solutions, a division CONTRACT NO: MNWNC-114 of Howard Industries, Inc. 36 Howard Drive PO Box 1590 CONTRACT PERIOD: April 1, 2015, or upon final Laurel, Mississippi 39441 executed signatures, Contract Vendor Administrator: whichever Is later Melissa Ward Through March 31, 2017 Email: mward9.5680 r 888. 12.31 EXTENSION OPTION: UP TO 36 MONTHS 601.399.5680 or 888.912.3151 x5680 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; 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. HOWARD TECHNOLOGY SOLUTIONS, A DIVISION OF HOWARD INDUSTRIES, INC. The Contractor certifies that the app priate person(s) have executed tfw's Agreement on hehal the Contractor as required by applicable a cles, b a re I ions, o rdinances. By j. "-Z Mzm_ Title: W Date: I ., i. r. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION In accordance with Minn. Stat. § 16C.03, subd. 3. By. Title: Ma Alreernent Admi i i3r Date: 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Or delegated repro tiye. By: Original signed Date: FEB 2 6 2015 By Lucas J. Jannett CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. innssn DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT ., 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS .................... SUMMARY....................................................................................................................................................2 ............................................................................... 3 EXHIBIT A TERMS & CONDITIONS .......................................................................... 5 EXHIBITB. - PRICING ............... ...................................................................................................................................................................................................................23 EXHIBIT B PRICING SCHEDULE .................. • EXHIBIT C PRODUCT AND SERVICE SCHEDULE (PSS)................................................................................... .................2 .26 EXHIBIT D - WEBSITE ........................ . .....................27 EXHIBIT E - ACTION REQUEST UPDATE FORM(ARF)....................................................................8 EXHIBIT F REPORTING ........................ EXHIBIT G DEFINITIONS...........................:.............................................................................................................30 ...............................................................................................................31 2 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 4 b ""889 tO DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 00 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 1: Desktop Band 4: Server Band 2: Laptop Band 5: Storage Band 3: Tablet 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. CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software 1. Software is restricted to operating systems and commercial off -the -shelf (COTS) software and is subject to equipment configuration limits. 2. Software is an option which must be related to the procurement of equipment. 3. Software must be pre -loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment. b. Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on -site services are not allowed. 5. Managed Print Services are not allowed. c. Third Party Products. 1. Contract Vendors can only offer Third Parry Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating State may be deployed. The participating State will define the process to add and remove partners in their participating addendum. 4 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. innesvte DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A - TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement 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 the addendum. Addenda will be numbered consecutively in the order they are issued. 4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re- issue the solicitation, whichever is in the best interest of the Lead State. The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficlency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Susan Kahle Acquisition Management Specialist Department of Administration Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 Fax: 651.297.3996 E-mail: susan.kahleaa state.mn us 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, Minim 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. CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 11. ENTIRE AGREEMENT. A written Master Agreement {including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference} and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competitive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 7 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one -tenth of one percent (0.1% or 0,001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: 1. A Participating Entity's Participating Addendum ("PA"); 2. Minnesota WSCA-NASPO Master Agreement 3. The Solicitation including all addendums; and 4. Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. 4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor Irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further. any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. a CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 7. CONFIDENTIALITY, NON -DISCLOSURE AND INJUNCTIVE RELIEF. 7.1 Confidentiality. Contract Vendor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contract Vendor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential information by Contract Vendor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contract Vendor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contract Vendor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is Independently developed by employees, agents or subcontractor of Contract Vendor who can be shown to have had no access to the Confidential Information 7.2 Non -Disclosure. Contract Vendor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contract Vendor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contract Vendor shall advise Participating Entity immediately if Contract Vendor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and Contract Vendor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contract Vendor against any such person. Except as directed by Participating Entity, Contract Vendor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Participating Entity's request, Contract Vendor shall turn over to Participating Entity all documents, papers, and other matter in Contract Vendor's possession that embody Confidential Information. Notwithstanding the foregoing, Contract Vendor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 7.3 Iniunctive Relief. Contract Vendor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contract Vendor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content. 7.4 Particioatinsa 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 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, CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES. INC. which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and H. 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. 10 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 17. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non -renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement 18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED — SEE SECTION 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 WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. 11 CONTRACT NO. MNWNC•114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 24. PAYMENT ._Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 25. PUBLIC INFORMATION._ The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self -audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entity's law. 27. REPORTS - SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.orq/WNCPO/Calculator.asox. 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 shalt 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. 12 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 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. 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. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. ACCEPTANCE AND ACCEPTANCE TESTING. a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non -acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31 s' day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. 29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. OWNERSHIP a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity. b. Rights, Title and Interest. All rights, title, and Interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the Master Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. The Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non- exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement. 31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master 13 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court. 14 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 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 IT 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 htti)://www,mmd.adinin.state.mn.us/pdf/accessibility standard.pdf. Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are 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/accessibilitv/#. 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). DELETE 6. 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. is CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 3. The prospective lower tier participant shall provide Immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification Is erroneous. A participant may decide the method and frequency by which it determines the eligibility of Its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings_ 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. 16 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or 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. 10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website 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..gov/rules/final/2012/34-67716,odf. 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 emailing, 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. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of thejudicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the 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. 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 attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the 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. 15. 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. 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. 17 CONTRACT NO_ MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as, the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of 18 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity 18. INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any materials or products provided or produced by the Contract Vendor or utilized by the Contract Vendor in the performance of this Master Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against the Participating Entity, the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Participating Entity. If such a claim has occurred, or in the Contract Vendor's opinion is likely to occur, the Contract Vendor shall either procure for the Participating Entity the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and at the Contract Vendor's expense. This remedy is in addition to any other remedy provided by law 19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and 19 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract,""Contract Vendor," "Master Agreement", "Master Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights. 24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. 25. PERFORMANCE WHILE DiSPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 20 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 26. PREFERENCE. Targeted/Economically Disadvantaged. In accordance with Minn. Stat. § 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.us under "Vendor Information, Directory of Certified TG/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. 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 any time 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. 27. 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 661.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master 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. 29. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract 21 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 30. 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. 31. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent. 32. SEVERABIUTY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 33. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. 35. TRADE SECRETICONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37 22 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. %111181�'DfiS DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 L MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING 1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Table Band 4: Server 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/quantity savings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions 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: htto://www.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN. Trade -In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade -Ins, 11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 23 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 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. DEUVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 24 CONTRACT NO. MNWNC•114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. COMPUTER EQUIPMENT .� 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B - PRICING SCHEDULE DISCOUNTS1. BASELINE PRICE LIS1 HOWARD MSRP POSTED ON WSCA-NASPO SITE 2. BAND ATEGORY EXCEPTIONS.CATEGORY• DESKTOPBAND 1 :• • LAPTOP STORAGEBAND 5 IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Website for any additional discounts and request a quote for bulk/volume discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance. THIRD3. PARTY PRODU(:TS 4. SERVICES Services are at the option —off.' rf cipating tat gTarticipating Addendums by each State may a' dress service agreement terms and related travel. States may negotiate additional services. The majority of branded hardware in Bands 1, 4 & 5 includes a three year warranty with one year onsite. Bands 2 & 3 include a one year warranty. Customer may purchase warranty upgrades for certain hardware as offered. For Howard warranty information: http:ftwww.howardcomputers.com/pdf/warrantieslHTS LimitedWarranty.pdf For Third Party Product Warranty Support: http://www.howardcomputers.com/wsca/w arra nt/third Partyp rod uctsu ort.cfm Image Loading, Image Consulting, Asset Tagging, Stag in /De to ment - INCLUDED ON HOWARD SYSTEMS Warranty Upgrade — 2 year = $21.04, 3 year $39.28, Warranty Accidental damage 1 year = $95, 2 year $150, 3 year $210. General consulting, Training, Installation= Not to Exceed $250/hour in most cases the customer will be charged less Break/Fix Non Warranty - Negotiated w/customer _ 5. LEASING F—Participating Addendum may identify if and how leasing agreement terms will be conducted. 6. ADDITIONAL DISCOon-. a. Cumulative: $10 - $20 million = 1 %, Over $20 - $40 million = 2%, Over $40 million = 3% b. Services: Additional discounts may be passed to the customer for services depending on quantity, type of work, and location. 25 CONTRACT NO, MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. livnesg)ta COMPU�0E4 2091PMENT 1.10 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS) MAINTAINING THE 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 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 the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved withln 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME BASELINE PRICE LIST: LINK: DATE: BAND Part # - SKU# MANUFACTURER DESCRIPTION MINIMUM DISCOUNT CATEGORY CODE 1 XYZ ABC DESKTOP 60% 1 M 2 550 ZZZZZZZ LAPTOP CART 10% 2TM 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. 26 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. fnnssota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 't MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D - WEBSITE 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 1) 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; htt :/�_ /wwxv.sec.�ov/rules/finaU2012/34-67716.pddf 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. 27 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. kinnnsnta DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 At 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 Dear WSCA-NASPO Master Agreement Administrator: requesting the action noted below. Action Requested: Action Log: (Contract Vendor) (Contract Vendor) is providing the following update and/or Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: _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 _Marketing Approval _Material W ebsite Change _Miscellaneous Inquiry Provide warranty Guarantee Attach Materials for review Describe and provide link for review 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 may be 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: 28 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. IlIlIBS0I'� DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 At4 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. CONTRACT VENDOR: Contact :Name and Email (for questions): DATE: DATE SUBMITTED ACTION REQUESTED: DATE APPROVED 29 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. DEPARTMENT Of ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 't MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F - REPORTING I. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter. FROM -'TO DUE Q1 January 1 March 31 April 30 Q2 Aril 1 June 30 July 31 Q3 Julv 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.nasDo-org/VVNCPO/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. Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. L65 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 30 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. livnesn)m COMPUTER EQUIPMENT 2014-2019 DEPARTMENT OF ADMINISTRATION 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 a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit_ A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 6 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, 31 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. 2) 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 htto://www.eneraystar.gov. 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.eyeat.net to 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 laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. httr)s://www.revisor,mn.ciov/statutes/?id=l6C.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. Middlewars. 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 may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured 32 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, Instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase. Premium Savings 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.wnpsi).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 may include, 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 pnsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the ¢helf 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(cX3) 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. 33 CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS A DIVISION OF HOWARD INDUSTRIES, INC. AMENDMENT NO. 1 TO CONTRACT NO. MNWNC-114 THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration ("State"), and Howard Technology Solutions, 36 Howard Dr, PO Box 1590, Laurel, MS 39441 ("Contract Vendor"). WHEREAS, the State has a Contract with the Contract Vendor identified as Contract No. MNWNC-114, 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, surd. 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-114 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 therebv. 1. HOWARD TECHNOLOGY SOLUTIONS The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicab articles, byla solutions or ordinances. r By: S azure Printed Name Title: Vtu e( raWu Date: '-\--19 , -n� By: I U 1) (.- lam- -�-k �' ttwe 1`� 4C11Ssa wz-;,,,� Printed Name Title: ILL)Nlj�c -4, Ooy,\kra dk Date: 2. OFFICE OF STATE PROCUREMENT In accordance with Minn. Stall. § 16C.03, subd. 3. By: ilawie Title: Acquisition Management Specialist Date: 3. COMMISSIONER OF ADMINISTRATION Or delegate presentative. Date: CONTRACT NO. MNWNC-111 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS EXHIBIT B: Pricing Schedule M DEPARTMENT OF COMPUTER EQUIPMENT ADMINISTRATION 2014-2020 STATE PROCUREMENT Updated 04/01/2017 - - - - - - - — A AS PO -ILIA - - - -- - - RE E MEN-T-iaWAAAAAAAA IMPORTANT: The minimum discount is provided, refer to Contract Vendor's Website for any additional discounts and request a quote for bulk/volume discounts. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price). If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance. ZERVICES " tvices area# ttie option of 3articlpatlnq'StatE eernent terms and related travel States ma 1.3" rands 1. 4 & 5 Includes a three year waran 'Customer may purch� e warranty upgrad .' http_l/wwwil'id nuters com lira �auEl�v�rrr�f►ty: �t�ppnrt: *HUUM,791py eacr State mho cldres service &_servlces The majority of branded hardware noS 21& 3'include a one year warranty. ,�fered: For Howard ,Ararranty information: l Warranty.odf Image Loading, Image Consulting, Asset Tagging, Staging/Deployment - INCLUDED ON HOWARD SYSTEMS Warrahty Up grade - 2 year =,$21.043 #Rr 39.28, Warrsarl�r � 4 cc — - g, 21 g �.,k ; Ac, icinta damage 1 year - , >, v� ar150, 3 �� ney�ra�l� poy�nsultMng, 1 ramp stal�atlon� Not to Exceed SZSG,'ho El (in mos#�eases the r us,Dm�r w�l� be charged `l.a^�6��•R'Y'y �,}G�+£�.f�'Eyi � w�yo• S _ _ - 1 ;' Break/Fix on Warranty -Negotiated w/customer Participating Addendum may identify if and how terms will be conducted. a. Cumulative: $10 - $20 million = 1 %, Over $20 - $40 million = 2%, Over $40 million = 3% b. Services: Additional discounts may be passed to the customer for services depending on quantity, type of work, and location. CONTRACT NO. MNWNC-111 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS 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. state on any single working day during the previous 12 months, check one option below: ❑ 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. J 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.MDHR a,state.irnn.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.MDHRastate.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: V\'NNLlvd S A<rn1 Date `� \5 LA Authorized Signature: Telephone number: UGN. -T461 S(AO Printed Name: %Less' �Cv\A Title: 1 AanquL( For assistance with this form, contact: Minnesota Department of Human Rights, Compliance Services Web: ht!p://mn.gov/mdhr/ TC Metro: 651-539-1095 Toll Free: 800-657-3704 Email: compliance.mdhrAstate.mn.us TTY: 651-296-1283 CONTRACT NO. MNWNC-111 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS AMENDMENT NO. 2 TO CONTRACT MNWNC-114 THIS AMENDMENT is by and between the State of Minnesota, acting through its commissioner of Administration ("State"), and Howard Technology Solutions, 36 Howard Dr, PO Box 1590, Laurel, MS 39441 ("Contract Vendor"). WHEREAS, the State has a Contract with the Contract Vendor identified as Contract No. MNWNC-114, April 1, 2015, through March 31, 2020 ("Contract"), to provide Computer Equipment: Desktops, Laptops, Tablets, 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 Office of State Procurement 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-114 is extended through July 31, 2021, at the same terms, conditions, and prices This Amendment is effective beginning April 1, 2020, 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. HOWARD TECHNOLOGY SOLUTIONS The Contractor certifies that the sppropriste person(s) have executed t mendment on b alf of the C tractor as required by aapfi le rticles, byl solutions ordinances. By. Printed Name Title: Date: By. Signature Printed Name Title: Date: 2. OFFICE OF STATE PROCUREMENT In actor neewvi Min 6CA3, subd. 3. By: Title: Acttuisition Management Specialist Date• tLk-1 a of q 3. COMMISSIONER OF ADMINISTRATION Or delegated re resentative. By: Date: 2 0® CONTRACT NO. MNWNC-114 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT HOWARD TECHNOLOGY SOLUTIONS 2�Ii1 PARTICIPATING ADDENDUM NASPO ValuePoint COOPERATIVE PURCHASING ORGANIZATION Computer Equipment Administered by the State of Minnesota (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: MNWNC-114 Howard Technology Solutions, a division of Howard Industries, Inc. (hereinafter "Contractor") and State of Arkansas Scope: Contract No: 4600035740 1. This addendum allows for purchase of the following Computer Equipment/Services Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services (Bands 1-5) from contract MNWNC-114 led by the State of Minnesota. It is for use by Arkansas state agencies and other entities located in the State that are authorized by the Arkansas Office of State Procurement to utilize state contracts. The original solicitation contains the requirements and definitions establishing the Product Bands allowed on the Master Agreement. The Master Agreement identifies the bands awarded to the Contractor. The configuration limits and restrictions for the Master Agreement are provided with revisions identified by Arkansas In this Participating Addendum. 2, Participation: All eligible purchasers within the State of Arkansas, including State agencies, K•12 educational institutions, and local public procurement units (cities, counties, municipalities), are authorized to purchase products and services under the terms and conditions of this agreement. 3. Order of Precedence: A. Arkansas's Participating Addendum (PA); Arkansas'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 Contractor under the Terms of Minnesota NASPO ValuePoint Master Agreement. B Minnesota NASPO ValuePoint Master Agreement (includes negotiated Terms & Conditions) C. The Solicitation including all Addendums; and D. Contractor'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. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's response to the Solicitation, or terms listed or references on the Contractors website, in the Contractor's quotation/sales order or in similar documents subsequently provided by the Contractor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 4, Participating State Modifications or Additions to Master Agreement: These modifications or additions shall apply only to actions and relationships within Arkansas. A. Software published by Adobe, Computer Associates, Corel, IBM, McAfee, Microsoft, Oracle, Symantec, and Trend Micro other than pre -loaded software products or operating software shall not be procured B. Contractor must submit quarterly reports to the Arkansas Office of State Procurement via email to OSP ITContracts(aidfa.arkansas.aov. Reports shall be due on or before the last day of the month following the end of the quarter. The contractor shall provide an electronic usage report in Excel format which lists, but is not limited to, the following: 1) Vendor Contract Number 2) State 3) Customer Type (State, Education, Local Government) 4) Bill to Name 5) Customer PO Number 6) Customer Number Page I of 4 PARTICIPATING ADDENDUM NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # MNWNC-114 7) Order Date 8) Product/Service Description 9) Retail Price 10) Discount Applied 11) Discount Unit Price 12) Quantity 13) Total Price C. An administrative fee of one half (1/2) of one (1) percent of the sales of products and services (less any charges for tax and shipping) per quarter shall be collected on behalf of the State of Arkansas and shall be submitted by the last day of the month following calendar quarter end, in accordance with the following schedule. Period End Admin Fee Due June 30 July 31 September 30 October 31 December 31 January 31 March 31 April 30 The administrative fee shall be submitted to the following address: Office of State Procurement Attn: Contract Administration Fee 1509 W 7"' St, Room 300 Little Rock, AR 72201 D. Payments shalt be submitted to the contractor at the address shown on the invoice. Payments should be tendered to the contractor within thirty (30) days of the date of invoice. After the sixtieth (60) day from the date of invoice, unless mutually agreed to, interest shall be paid on the unpaid balance due to the contractor at the rate of one half (112) of one (1) percent per month in accordance with Arkansas Code Annotated §19-11-224. The procuring agency shall make a good -faith effort to pay within thirty (30) days after the date of invoice. E. Financial and accounting records relevant to State of Arkansas transactions shall be subject to examination by appropriate Arkansas government authorities for a period of five (5) years from the expiration date and final payment on the contract or extension thereof, provided, however, that such government authorities shall provide thirty (30) days written notice to the contractor of its intent to conduct such examination contemplated by this section. F. The laws of the State of Arkansas shall govern this agreement. Nothing under this agreement or the Master Agreement shall be deemed or construed as a waiver of the State's right of sovereign immunity. G. Expenses for travel shall not be reimbursed unless specifically permitted under the duties of the contractor. All travel must be approved in advance by the State. Expenditures made by the contractor for travel will be reimbursed at the current rate paid by the State. H. In the event the State of Arkansas no longer needs the service or commodity specified in the contract or purchase order due to program changes, changes in law, rules, regulations, lack of funds appropriated for this purpose, or relocation of offices, the State may cancel the contract or purchase order by giving the contractor written notice of such cancellation thirty (30) days prior to the date of cancelation. The following indemnification clause replaces in its entirety the Indemnification clause specified in the Master Agreement MNWNC-114. The contractor shall defend indemnify and hold harmless the other party along with their officers, agencies, and employees as well as any person or entity for which they may be liable from and against employees as well as any person or entity for which they may be liable from and against third -party claims, damages or causes of action including reasonable attorney's fees and related costs for any death, injury, or damage to tangible property arising from gross negligence or willful misconduct of the indemnifying party, its employees, subcontractors, or volunteers, at any tier, relating to the performance of its obligations under the Master Agreement. This section is not subject to any limitations of liability in the Master Agreement or in any other document executed in conjunction with the Master Agreement. Page 2 of 4 PARTICIPATING ADDENDUM NASPO VafuePolnt COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # MNWNC-114 J. CONFIDENTIAL INFORMATION shall only be considered confidential by Arkansas State law (Reference the Arkansas Freedom of Information Act, Ark Code Ann. § 25-19-105), K. The Contractor may use subcontractors; however, the Contractor shall be responsible for any agreements with the subcontractors. The State of Arkansas shall not agree to and shall not be responsible for any terms and conditions with a subcontractor. All orders and payments will be issued directly to the contractor. The following subcontractors shall be authorized to provide product delivery and services: L. Leasing shall not be authorized under this Participating Addendum. M. The following configuration limits are based on a single computer configuration: Item Configuration _ Server/Storage 5 500,000 Desktops/Laptops $100,000 Tablets $ 50,000 Peripherals E 50.000 Services _ S 10,000 The contractor shall not propose or provide value-added services unless it meets one (1) or more of the following criteria: • It is of no cost to the purchasing entity • Services are linked to items the entity has purchased through a current or past transaction. 5. Purchase Order Instructions: All purchase orders issued by Purchasing Entities within the jurisdiction of this participating addendum shall include the following: A. NASPO ValuePoint Contract number MNWNC-114 B. State contract number SP-16-0019 C. Agency Name, Address, Contact, and Phone -Number D. IT procurement and/or other applicable approvals E. Orders shall be made out to the Contractor or Reseller 6. Performance Standards All purchasing entities subject to State laws regarding Performance Standards in the procurement of services must have the cooperation of the vendor in establishing this provision as part of their purchasing agreement. Individual Customer Each State agency and political subdivision, as a Participating Entity, that purchases products/services shall be treated as if they were Individual Customers. Except to the extent modified by a Participating Addendum, each agency and political subdivision shall be responsible to follow the terms and conditions of the Master Agreement; and they shall have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement. Each agency and political subdivision shall be responsible for their own charges, fees, and liabilities. Each agency and political subdivision shall have the same rights to any indemnity or to recover any costs allowed in the contract for their purchases. The Contractor shall apply the charges to each Participating Entity individually. Page 3 of 4 PARTICIPATING ADDENDUM NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # MNWNC-114 8, Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors); Lead State Name Sue Kahle Address 50 Sherburne Ave, Room 112 St Paul, MN 55155 City, State Zip Telephone 651-201-2434 E-mail Susan. Kahleastate.mn s NASPO ValuePoint Name Tim Ha Address 201 East Main St, Suite 1405 City. State Zip Lexington, KY 40607 Telephone 503428-5705 E-mail _ thaYta_wsca-nasDo.oro Contractor Name Melissa Ward Address 36 Howard Dr, PO Box 1590 City, State Zip Laurel, MS 39441 Telephone 601-399-5680 E-mail mward how rd.com State of Arkansas Name Jaime Motley Address 1509 W 7th St 3rd Floor City, State Zip Little Rock, AR 72201 Telephone 501-371-6065 E-mail Jaime. Motle dfa.arkansas. ov The contacts listed above can be changed by the parties from time to time in writing. Such updates do not require an amendment to this Addendum. This Participating Addendum and the Master Agreement number MNWNC-114 (administered by the State of Minnesota) together with its exhibits, 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 Addendum and the Master Agreement, together with its exhibits, shall not be added to or Incorporated into this Addendum or the Master Agreement and its exhibits, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions shall be hereby rejected. The terms and conditions of this Addendum and the Master Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms within the Participating State. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by Contractor below. State of Arkansas: Contractor: By I By. Na � � CAmuef Na elissa Ward Title roc Title: Contract Manager Date: (Si Date: September 09, 2015 Page 4 of 4 i�F 47,IpE, a• Vendor No. 100001471 Contact KELLY TURNER Your reference SP-16-0019 HOWARD INDUSTRIES INC PO Box 1590 LAUREL MS 39443 Sand Invnira Tn- As slated on PO STATE OF ARKANSAS Term Contract Ship Tn HOWARD INDUSTRIES INC LAUREL MS Contract No. 4600035740 Date 08/14/2015 contact Jordan Phillips Telephone 501-324-9322 Fax 501-324-9311 Our ref. ST Incoterms FOB DESTINATION State Contract #: SP-16-0019 AASIS Contract #: 4600035740 NASPO Contract #: MNWNC-114 Commodity: WSCA Computer Equipment, Peripherals and Related Services Valid from 08/14/2015 Valid to: 03/31/2020 This Addendum covers the NASPO ValuePoint PC Contracts (Computer Equipment, Peripherals and Related Services) lead by the State of Minnesota for use by State agencies and other entities located Arkansas. Type of Contract. Term Master Agreement Contract Period: April 1, 2015 through March 31, 2020. Contact Information: Shane Phillips, Office of State Procurement (P) 501-324-9322 (F) 501-324-9311, Jordan.Phillips@dfa.arkansas.gov Page 1/5 The Contractor may use subcontractors-, however, the Contractor shall be responsible for any agreements with the subcontractors. The State of Arkansas shall not agree to and shall not be responsible for any terms and conditions with a subcontractor. All orders and payments will be issued directly to the contractor. The following subcontractors shall be authorized to provide product delivery and services. - Staley Inc. Blu Coburn 501-978-3809 All contract values are estimates only GENERAL CONDITIONS AND INSTRUCTIONS TO VENDOR: All purchasing rules and regulations defined by the Stale of Arkansas apply to this document Purchasing Official/Fiscal Officer 09/21 /2015 Vendor No. 100001471 Contact KELLY TURNER Your reference SP-16-0019 STATE OF ARKANSAS Term Contract Contract No. 4600035740 Date 08/14/2015 Our reference ST Page 2/5 Item Material/Description Target QtyUM Unit Price Amount 0001 10129502 50,000.00 Lump Sum 1.00 $ 50,000.00 COMPUTERS HARDWARE 0002 10023863 200,000.00 Lump Sum 1.00 $ 200,000.00 DESKTOP TOWER, MISC, EACH 0003 10023865 200.000.00 Lump Sum 1.00 MICROCOM, HNDHELD, NOTEBOOK, MISC, EACH 0004 10129503 50,000.00 Lump Sum 1.00 COMPUTER COMPONENTS 0005 10118776 50,000.00 Lump Sum 1 00 PRINTER,MISC 0006 10129504 50,000.00 Lump Sum 1.00 COMPUTER PERIPHERALS $ 200,000.00 $ 50,000.00 $ 50,000.00 $ 50,000.00 0007 10023873 100,000.00 Lump Sum 1.00 $ 100,000.00 MAINFRAME HARDWARE, MISC, EACH 0008 10112840 ACCESSORY, COMPUTER 0009 10129505 PROJECTOR ACCESSORIES 0010 10129506 PRINTER ACCESSORIES AND SUPPLIES 0011 10129507 COMPUTER SUPPLIES 0012 10106900 PROJECTOR, MULTIMEDIA 0013 10112721 SERVICE, MAINTENANCE,COMPUTER EQUIP 50,000.00 Lump Sum 1.00 $ 50,000.00 50,000.00 Lump Sum 1.00 $ 50,000.00 50,000.00 Lump Sum 1.00 $ 50.000.00 50,000.00 Lump Sum 1.00 50,000.00 Lump Sum 1.00 50,000.00 Lump Sum 1.00 GENERAL CONDITIONS AND INSTRUCTIONS TO VENDOR: All purchasing rules and regulations defined by the Stale of Arkansas apply to this document $ 50,000.00 $ 50, 000.00 $ 50,000.00 STATE OF ARKANSAS 3/5e Term Contract y Vendor No. 100001471 contract No. 4600035740 Contact KELLY TURNER Date 08/14/2015 Your reference SP-16-0019 Our reference ST Item Material/Description Target QtyUM Unit Price Amount Estimated Net Value 1,000,000.00 4. Participating State Modifications or Additions to Master Agreement: These modifications or additions shall apply only to actions and relationships within Arkansas A. Software published by Adobe, Computer Associates, Corel, IBM, McAfee, Microsoft, Oracle, Symantec, and Trend Micro other than pre -loaded software products or operating software shall not be procured. B. Contractor must submit quarterly reports to the Arkansas Office of State Procurement via email to OSP.ITContracts@dfa.arkansas.gov. Reports shall be due on or before the last day of the month following the end of the quarter. The contractor shall provide an electronic usage report in Excel format which lists, but is not limited to, the following: 1) Vendor Contract Number 2) State 3) Customer Type (State, Education, Local Government) 4) Bill to Name 5) Customer PO Number 6) Customer Number 7) Order Date 8) Product/Service Description 9) Retail Price 10) Discount Applied 11) Discount Unit Price 12) Quantity 13) Total Price C. An administrative fee of one half (1/2) of one (1) percent of the sales of products and services (less any charges for tax and shipping) per quarter shall be collected on behalf of the State of Arkansas and shall be submitted by the last day of the month following calendar quarter end, in accordance with the following schedule. Period EndAdmin Fee Due June 30July 31 September 30 October 31 December 31 January 31 March 31 April 30 The administrative fee shall be submitted to the following address: Office of State Procurement Attn: Contract Administration Fee 1509 W 7th St, Room 300 GENERAL CONDITIONS AND INSTRUCTIONS TO VENDOR: All purchasing rules and regulations defined by the State of Arkansas apply to this document STATE OF ARKANSAS Term Contract Vendor No. 100001471 Contact KELLY TURNER Your reference SP-16-0019 Contract No. 4600035740 Date 08/14/2015 Our reference ST Page 4/5 D. Payments shall be submitted to the contractor at the address shown on the invoice. Payments should be tendered to the contractor within thirty (30) days of the date of invoice After the sixtieth (60) day from the date of invoice, unless mutually agreed to, interest shall be paid on the unpaid balance due to the contractor at the rate of one half (1/2) of one (1) percent per month in accordance with Arkansas Code Annotated §19-11-224. The procuring agency shall make a good -faith effort to pay within thirty (30) days after the date of invoice. E. Financial and accounting records relevant to State of Arkansas transactions shall be subject to examination by appropriate Arkansas government authorities for a period of five (5) years from the expiration date and final payment on the contract or extension thereof, provided, however, that such government authorities shall provide thirty (30) days written notice to the contractor of its intent to conduct such examination contemplated by this section- F. The laws of the State of Arkansas shall govern this agreement. Nothing under this agreement or the Master Agreement shall be deemed or construed as a waiver of the State's right of sovereign immunity. G. Expenses for travel shall not be reimbursed unless specifically permitted under the duties of the contractor. All travel must be approved in advance by the State. Expenditures made by the contractor for travel will be reimbursed at the current rate paid by the State. H. In the event the State of Arkansas no longer needs the service or commodity specified in the contract or purchase order due to program changes, changes in law, rules, regulations, lack of funds appropriated for this purpose, or relocation of offices, the State may cancel the contract or purchase order by giving the contractor written notice of such cancellation thirty (30) days prior to the date of cancelation. I. The following indemnification clause replaces in its entirety the Indemnification clause specified in the Master Agreement MNWNC-114. The contractor shall defend indemnify and hold harmless the other party along with their officers, agencies, and employees as well as any person or entity for which they may be liable from and against employees as well as any person or entity for which they may be liable from and against third -party claims, damages or causes of action including reasonable attorney's fees and related costs for any death, injury, or damage to tangible property arising from gross negligence or willful misconduct of the indemnifying party, its employees, subcontractors, or volunteers, at any tier, relating to the performance of its obligations under the Master Agreement. This section is not subject to any limitations of liability in the Master Agreement or in any other document executed in conjunction with the Master Agreement. J. CONFIDENTIAL INFORMATION shall only be considered confidential by Arkansas State law (Reference the Arkansas Freedom of Information Act, Ark Code Ann. § 25-19-105). L. Leasing shall not be authorized under this Participating Addendum. M. The following configuration limits are based on a single computer configuration. Item Configuration Server/Storage $ 500,000 Desktops/Laptops $ 100,000 Tablets $ 50,000 GENERAL CONDITIONS AND INSTRUCTIONS TO VENDOR: All purchasing rules and regulations defined by the State of Arkansas apply to this document STATE OF ARKANSAS Term Contract Vendor No. 100001471 Contact KELLY TURNER Your reference SP-16-0019 Services $ 10,000 Contract No. 4600035740 Date 08/14/2015 Our reference ST Page 5/5 The contractor shall not propose or provide value-added services unless it meets one (1) or more of the following criteria: " It is of no cost to the purchasing entity Services are linked to items the entity has purchased through a current or past transaction. 5. Purchase Order Instructions: All purchase orders issued by Purchasing Entities within the jurisdiction of this participating addendum shall include the following: A. NASPO ValuePoint Contract number MNWNC-114 B. State contract number SP-16-0019 C. Agency Name, Address, Contact, and Phone -Number D. IT procurement and/or other applicable approvals E. Orders shall be made out to the Contractor or Reseller 6. Performance Standards All purchasing entities subject to State laws regarding Performance Standards in the procurement of services must have the cooperation of the vendor in establishing this provision as part of their purchasing agreement. 7. Individual Customer Each State agency and political subdivision, as a Participating Entity, that purchases products/services shall be treated as if they were Individual Customers. Except to the extent modified by a Participating Addendum, each agency and political subdivision shall be responsible to follow the terms and conditions of the Master Agreement-, and they shall have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement. Each agency and political subdivision shall be responsible for their own charges, fees, and liabilities. Each agency and political subdivision shall have the same rights to any indemnity or to recover any costs allowed in the contract for their purchases. The Contractor shall apply the charges to each Participating Entity individually. GENERAL CONDITIONS AND INSTRUCTIONS TO VENDOR: All purchasing rules and regulations defined by the State of Arkansas apply to this document