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HomeMy WebLinkAbout243-21 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 243-21 File Number: 2021-0727 DATA COMMUNICATIONS PRODUCTS: A RESOLUTION TO AUTHORIZE THE PURCHASE OF DATA COMMUNICATIONS PRODUCTS AND SERVICES THROUGH AUTHORIZED RESELLERS, PURSUANT TO STATE OF ARKANSAS AND NATIONAL ASSOCIATION OF PROCUREMENT OFFICIALS COOPERATIVE PURCHASING AGREEMENTS, ON AN AS NEEDED BASIS THROUGH MAY 31, 2024 AND ANY FUTURE RENEWAL PERIODS 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 authorizes the purchase of data communications products and services through authorized resellers. pursuant to State of Arkansas and National Association of Procurement Officials cooperative purchasing agreements, copies of which are attached to this Resolution, on an as needed basis through May 31, 2024 and any future renewal periods. PASSED and APPROVED on 10/5/2021 Attest: C�ER Kara Paxton, City Clerk Treasurer Ile 4G i� i i ►�iN��`�``� Page 1 Printed on 1016121 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 Text File File Number: 2021-0727 Agenda Date: 10/5/2021 Version: 1 Status: Passed In Control: City Council Meetinq File Type: Resolution Agenda Number: A.11 DATA COMMUNICATIONS PRODUCTS: A RESOLUTION TO AUTHORIZE THE PURCHASE OF DATA COMMUNICATIONS PRODUCTS AND SERVICES THROUGH AUTHORIZED RESELLERS, PURSUANT TO STATE OF ARKANSAS AND NATIONAL ASSOCIATION OF PROCUREMENT OFFICIALS COOPERATIVE PURCHASING AGREEMENTS, ON AN AS NEEDED BASIS THROUGH MAY 31, 2024 AND ANY FUTURE RENEWAL PERIODS 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 authorizes the purchase of data communications products and services through authorized resellers, pursuant to State of Arkansas and National Association of Procurement Officials cooperative purchasing agreements, copies of which are attached to this Resolution, on an as needed basis through May 31, 2024 and any future renewal periods. City of Fayetteville, Arkansas Page 1 Printed on 101612021 City of Fayetteville Staff Review Form 2021-0727 Legistar File ID 10/5/2021 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Brad Fulmer 9/14/2021 INFORMATION TECHNOLOGY (170) Submitted By Submitted Date Division / Department Action Recommendation: A resolution to authorize the purchase of data communications products and services through authorized resellers pursuant to a State of Arkansas and National Association of Procurement Officials (NASPO) ValuePoint Cooperative Contract on an as needed basis through May 31, 2024 and any future renewal periods. Budget Impact: Account Number Project Number Budgeted Item? Yes Current Budget Funds Obligated Current Balance Does item have a cost? Item Cost Budget Adjustment Attached? Budget Adjustment Remaining Budget Purchase Order Number: Change Order Number: Original Contract Number: Comments: Fund Project Title Previous Ordinance or Resolution # Approval Date: V20210527 CITY OF FAYETTEVILLE ARKANSAS MEETING OF OCTOBER 5T", 2021 TO: Mayor and City Council THRU: Susan Norton, Chief of Staff Keith Macedo, Information Technology Director FROM: Brad Fulmer, Assistant IT Director DATE: September 14, 2021 CITY COUNCIL MEMO SUBJECT: Authorization to utilize Arkansas State contract SP-20-0051, through agreement #AR3227 and #AR3228, for the purchase of technology products, data communication products, and services. RECOMMENDATION: A resolution to authorize the purchase of technology products, data communication products, and services through authorized resellers pursuant to a State of Arkansas and National Association of Procurement Officials (NASPO) ValuePoint Cooperative Contract on an as needed basis through May 31, 2024, and any future renewal periods. BACKGROUND: Data communications products and services were bid by the State of Utah through the National Association of Procurement Officials (NASPO) ValuePoint Cooperative association. The State of Arkansas signed participating contract SP-20-0051, through NASPO agreement #AR3227 and #AR3228. The NASPO ValuePoint purchasing cooperative program is led by State Procurement Officers from member States elected by their peers. Every NASPO contract is the result of a formal competitive solicitation conducted by trained, professional procurement officials of a lead state's central procurement office under direction of a lead state's State Procurement Official in accordance with that state's procurement statutes, regulations, and policies. Contract SP-20-0051 was awarded to multiple vendors and is valid through May 31, 2024. All purchases and invoices resulting from these contracts will be made through an authorized dealer as defined in the State of Arkansas agreement #AR3227 and #AR3228. DISCUSSION: Purchasing data communications products and services from the State of Arkansas contract gives the City an opportunity to have competitive pricing which is based off a high -volume discount. If the City were to bid such products and services itself, it would not benefit from the shared purchasing power that the NASPO ValuePoint cooperative contract provides. There is no fee to the City to purchase from the state contract. BUDGET/STAFF IMPACT: Data communications products are budgeted within each division and various capital improvement projects and operating budgets across the City. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 Attachments: Staff Review Form, Arkansas Contract SP-20-0051 NASPO Participating Addendum Cisco Contract #AR3227 NASPO Participating Addendum HPE Contract #AR3228 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM DATA COMMUNICATIONS PRODUCTS AND SERVICES Administered by the State of Utah (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: AR3227 CISCO Systems, Inc. (hereinafter "Contractor" or "Contract Vendor") and State of Arkansas Contract No: 4600048977; SP-20-0051 (hereinafter "Participating State/Entity") 1. Scope: This Participating Addendum ("PA") covers the NASPO ValuePoint Data Communications Master Agreement led by the State of Utah (Master Agreement No: AR3227) for use by state agencies and other entities, as provided in the Master Agreement, and as more specifically detailed in Paragraph 2, "Participation," below. The following products and services are included in this contract portfolio: A. Data Communications: • Unified Communications • Networking • Routers, Switches, Security, and Storage Networking • Wireless • Facility Management, Monitoring, and Control. B. Value Added Services: • Maintenance Services • Professional Services • Partner Services • Training 2. Participation: All eligible purchasers ("Purchasing Entity" or "Participating Entity") 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. Access to Cloud Products and Services Requires State CIO Approval. Unless otherwise stipulated in this Participating Addendum, services accessed through the NASPO ValuePoint cooperative Master Agreements for Cloud Products and Services by State executive branch agencies are subject to the authority and prior approval of the State Chief Information Officer's Office. The State Chief Information Officer means the individual designated by the State Governor within the Executive Branch with enterprise -wide responsibilities for leadership and management of information technology resources of a State. 4. Cloud Products and Services. All State Content Data associated with the Arkansas instance of the Contractor provided Cloud Products and Services must reside in (i.e., be stored at rest in) the continental United States. Contractor shall perform all work on the State Content Data contained or processed in Cloud Products and Services from within the continental United States of America provided, however, that the State explicitly consents to the global delivery of Cisco Technical Assistance Center ("TAC") support at the locations listed in https://trustportgl.cisco.com/c/r/ctp/trust- portal.html#/1552559092863136 via Arkansas Department of Transformation and Shared Services Division of Information Systems monitored and controlled access. For purposes of this agreement, "State Content Data" is defined as text, audio, video or image files, provided by the State to Page 1 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 Contractor in connection with the State's use of Contractor solutions, and any data developed by or at State's specific request related to a statement of work or contract. 5. 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 the Lead State's Master Agreement. B. Lead State's Master Agreement (includes negotiated Terms & Conditions) C. A Service Level Agreement (SLA) issued against the Participating Addendum D. The Solicitation including all Addendums; E. 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 the 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. Notwithstanding the foregoing, ordering documents (purchase orders) may contain transaction -specific terms and each ordering document that is accepted by the Contractor shall become a part of this Agreement as to the products and services listed on the ordering document only. 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 Contractor's website, in the Contractor's quotation/sales order or in similar documents subsequently provided by the Contractor (unless such terms are referenced in the Master Agreement). 6. Participating State Modifications or Additions to Master Agreement: These modifications or additions apply only to actions and relationships with the Participating Entity. A. Reporting. Contractor must submit annual reports to the Arkansas Office of State Procurement via email to OSP.ITContracts(a�dfa.arkansas.gov. Reports shall be due sixty (60) days following the end of the calendar year. Contractor shall provide reporting outlined in this section at other times of the year upon request from the State. 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 B. Payments. Payments will 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 may be paid on Page 2 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 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 Purchasing Entity will make a good - faith effort to pay within thirty (30) days after the date of invoice. The State shall have the right to dispute billed goods or services and withhold payment for those goods or services that are in dispute. Interest shall not be charged on disputed amounts while in dispute. C. Records. Financial and accounting records relevant to State of Arkansas transactions under this Addendum shall be subject to examination by appropriate Arkansas government authorities for a period of five (5) years from the expiration date and final payment under this Addendum or extension thereof, provided, however, that such government authorities will provide thirty (30) days written notice to the Contractor of its intent to conduct such examination contemplated by this section. D. Governing Law. 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. E. Venue: Venue for any claim, dispute, or action concerning an order placed against the contract shall be Pulaski County, Arkansas. Any claims against the State, whether sounding in tort or in contract, shall be brought before the Arkansas State Claims Commission as provided by Arkansas law, and shall be governed accordingly. F. Indemnification; Limitation of Liability. The following indemnification clause replaces in its entirety the Indemnification/Limitation of Liability clause, specifically Section 40 of the Master Agreement: General Indemnity. The Contractor shall defend, indemnify and hold harmless the Purchasing Entity party, along with their officers and employees, from and against third -party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, bodily injury, or damage to tangible personal property (not including lost or damaged data) arising from negligent or willful misconduct act(s), error(s), or omission(s) of the indemnifying party, its employees or subcontractors or volunteers, relating to its performance under the Master Agreement. The foregoing indemnification obligations are conditioned upon the indemnified party promptly notifying the indemnifying party in writing of the claim, suit, or proceeding for which the indemnifying party is obligated under this Subsection, cooperating with, assisting, and providing information to, the indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to defend or settle such claim, suit, or proceeding; provided that any such settlement or compromise includes a release of the indemnified party from all liability arising out of such claim, suit or proceeding. 2. Indemnification- Intellectual Property. The Contractor shall defend any claim against NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, or Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims by third parties that Contractor's Products provided under this Agreement, infringes patents, copyrights or trademarks ("Intellectual Property Claim") of another person or entity. The Contractor's obligations under this section shall not extend to the extent any Intellectual Property Claim is based on: a. Compliance with any designs, specifications, requirements, or instructions by any Indemnified Party or a third party on Indemnified Party's behalf; or Page 3 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 b.The modification of the Contractor's Product by anyone other than Contractor; or c. The amount or duration of use made of Contractor's Product, or services offered by Indemnified Party to external or internal Purchasing Entity, or revenue earned by the Indemnified Party; or d.The combination of the operation or use of a Contractor's Product with third party products, software, or business processes. The Indemnified Party shall notify the Contractor promptly after receiving notice of an Intellectual Property Claim. If Indemnified Party fails to notify Contractor promptly of the Intellectual Property Claim, and that failure prejudices Contractor's ability to defend, settle or respond to the Intellectual Property Claim, then Contractor's obligation to defend or indemnify Indemnified Party with respect to that Intellectual Property Claim will be reduced to the extent Contractor has been prejudiced. In addition, such failure to provide prompt notification shall relieve Contractor of any obligation to reimburse for Indemnified Party's attorneys' fees incurred prior to notification. If the Contractor defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request, information and assistance necessary for such defense. 4. If an Intellectual Property Claim is made or appears likely, Indemnified Party shall permit Contractor to procure for Indemnified Party the right to continue using Contractor's Product, or to replace or modify the Contractor's Product with one that is at least functionally equivalent. If Contractor determines that none of those alternatives is reasonably available, then Indemnified Party will return and/or cease using Contractor's Product and Contractor will refund to Indemnified Party the remaining net book value of the Contractor's Product calculated according to generally accepted accounting principles. This Section is Contractor's entire obligation. Language in this Agreement shall not be construed or deemed as the State's waiver of its right of sovereign immunity. The parties agree that any claim against the State, whether sounding in tort or in contract, shall be brought before the Arkansas State Claims Commission as provided by Ark. Code Ann. §§ 19- 10-201-223, 21-5-701-708, 6-82-501-507, and shall be governed accordingly. Limitation of Liability. Except for Contractor's obligations under Section F.1 (General Indemnity) and Section F.2 (Indemnification — Intellectual Property) notwithstanding anything else herein, all liability of Contractor and its suppliers to any Participating Entity (and any Purchasing Entity under the Participating Entity) for claims arising under this Agreement, the applicable Participating Addendum, or otherwise shall be limited to the greater of (i) three million dollars ($3,000,000.00) or (ii) the money paid to Contractor by the Participating Entity under this Master Agreement in the twelve (12) month period prior to the event or circumstances that first gave rise to such liability. This limitation of liability is cumulative and not per incident. Waiver of Consequential Damages. In no event shall Contractor or its suppliers be liable for any (i) special, exemplary, incidental, indirect or consequential damages, or loss of or damage to data (except for a loss of Purchaser data caused by Contractor's negligence), (ii) loss of: profits, revenue, business, anticipated savings, use of any product or service, opportunity, goodwill or reputation, or (iii) wasted expenditure (other than any expenditure necessarily incurred to discharge the innocent party's duty or to mitigate its losses). Page 4 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 G. Software Terms and Conditions: Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software; however, in the event of a conflict in language between Contractor's End User License Agreement (EULA) and the Participating Addendum or Master Agreement, the language in the Participating Addendum or Master Agreement will supersede and control. In addition, any language in a EULA which violates a Purchasing Entity's constitution, statute or other applicable law will be deemed void, and of no force or effect, as applied to the Purchasing Entity. H. Travel Expenses. 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. Approved expenditures made by the contractor for travel will be reimbursed at the current rate paid by the State and in accordance with Arkansas Travel Guidelines and Procedures. Cancellation. 1. For Convenience. The State may cancel this Agreement for any reason by giving the Contractor written notice of such cancellation sixty (60) days prior to the date of cancellation. For Cause. The State may cancel this Agreement for cause when the Contractor fails to perform its obligations under it by giving the Contractor written notice of such cancellation at least thirty (30) days prior to the date of proposed cancellation. In any written notice of cancellation for cause, the State will advise the Contractor in writing of the reasons why the State is considering cancelling the Agreement, and provide the Contractor with an opportunity to avoid cancellation for cause by curing any deficiencies identified in the notice of cancellation for cause prior to the date of proposed cancellation which shall be no less than thirty (30) days. The parties may endeavor to agree to reasonable modifications in the Agreement to accommodate the causes of the cancellation for cause and avoid the cancellation, to the extent permitted by law, and at the discretion of each party individually. 3. If upon cancellation the Contractor has provided products and services which the State has accepted, and there are no funds legally available to pay for the products and services, the Contractor may file a claim with the Arkansas Claims Commission under the laws and regulations governing the filing of such claims. J. Confidential Information. Under Arkansas law, the release of public records is governed by The Arkansas Freedom of Information Act found at Section 25-19-101 et. seq. of the Arkansas Statutes. K. Contingent Fee. The Contractor guarantees that Contractor has not retained a person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies maintained by the Contractor for the purpose of securing business. L. Disclosure. Under Arkansas law, the Office of State Procurement (OSP) is required to have a copy of EO 98-04 Disclosure Form on file for the Contractor. Contractor must submit the disclosure form prior to entering into this Addendum. Failure to make any disclosure required by Governor's Executive Order 98-04, or any violation of any rule, regulation, or policy adopted pursuant to that order, shall be a material breach of the terms of this Addendum. Any contractor, whether an individual or entity, who fails to make the required disclosure or who violates any rule, regulation, or policy shall be subject to all legal remedies available to the State. M. Restriction of Boycott of Israel. Pursuant to Arkansas Code Annotated § 25-1-503, a public entity shall not enter into a contract with a company unless the contract includes a written Page 5 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 certification that the person or company is not currently engaged in and agrees for the duration of the contract not to engage in, a boycott of Israel. By signing this Participating Addendum, a Prospective Contractor agrees and certifies that they do not, and will not for the duration of the contract, boycott Israel. N. Vendor Registration. In order to receive payment, Contract Vendor must register online at https://www.ark.org/vendor/index.html O. Technology Access. When procuring a technology product or when soliciting the development of such a product, the State of Arkansas is required to comply with the provisions of Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, which expresses the policy of the State to provide individuals who are blind or visually impaired with access to information technology purchased in whole or in part with state funds. The Vendor expressly acknowledges and agrees that state funds may not be expended in connection with the purchase of information technology unless that technology meets the statutory Requirements found in 36 C.F.R. § 1194.21, as it existed on January 1, 2013 (software applications and operating ICSs) and 36 C.F.R. § 1194.22, as it existed on January 1, 2013 (web -based intranet and internet information and applications), in accordance with the State of Arkansas technology policy standards relating to accessibility by persons with visual impairments. ACCORDINGLY, THE VENDOR EXPRESSLY REPRESENTS AND WARRANTS to the State of Arkansas through the procurement process by submission of a Voluntary Product Accessibility Template (VPAT) for 36 C.F.R. § 1194.21, as it existed on January 1, 2013 (software applications and operating ICSs) and 36 C.F.R. § 1194.22, that the technology provided to the State for purchase is capable, either by virtue of features included within the technology, or because it is readily adaptable by use with other technology, of: 1. Providing, to the extent required by Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, equivalent access for effective use by both visual and non - visual means. 2. Presenting information, including prompts used for interactive communications, in formats intended for non -visual use. 3. After being made accessible, integrating into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. 4. Providing effective, interactive control and use of the technology, including without limitation the operating system, software applications, and format of the data presented is readily achievable by nonvisual means. 5. Being compatible with information technology used by other individuals with whom the blind or visually impaired individuals interact. 6. Integrating into networks used to share communications among employees, program participants, and the public. 7. Providing the capability of equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. State agencies cannot claim a product as a whole is not reasonably available because no product in the marketplace meets all the standards. Agencies must evaluate products to determine which Page 6 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 product best meets the standards. If an agency purchases a product that does not best meet the standards, the agency must provide written documentation supporting the selection of a different product, including any required reasonable accommodations. For purposes of this section, the phrase "equivalent access" means a substantially similar ability to communicate with, or make use of, the technology, either directly, by features incorporated within the technology, or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans with Disabilities Act or similar state and federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands or other means of navigating graphical displays, and customizable display appearance. As provided in Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, if equivalent access is not reasonably available, then individuals who are blind or visually impaired shall be provided a reasonable accommodation as defined in 42 U.S.C. § 12111(9), as it existed on January 1, 2013. If the information manipulated or presented by the product is inherently visual in nature, so that its meaning cannot be conveyed non -visually, these specifications do not prohibit the purchase or use of an information technology product that does not meet these standards. P. Shared Technical Architecture. Solutions must comply with the State's shared Technical Architecture Program which is a set of policies and standards that can be viewed at: https://www.transform.ar.gov/information-systems/polices-standards/ and https://www.transform.ar.gov/information-systems/polices-standards/standards/ Only those standards which are fully promulgated or have been approved by the Governor's Office apply to this solution Q. For Services Only: Equal Opportunity Policy. In compliance with Arkansas Code Annotated § 19-11-104, if a state agency is purchasing services, the Office of State Procurement (OSP) is required to have a copy of the Contractor's Equal Opportunity (EO) Policy prior to entering into this Addendum. EO Policies may be submitted in electronic format to the following email address: eeopolicy.osp(a)dfa.arkansas.gov or Contractor may submit a hard copy with this Addendum. The submission of an EO Policy to OSP is a one-time requirement. Contractor is responsible for providing updates or changes to its policy upon written request from the State, and for supplying EO Policies upon request to other State agencies that must also comply with this statute. If Contractor is not required by law to have an EO Policy, Contractor must submit a written statement to that effect. 2. Prohibition of Employment of Illegal Immigrants. Pursuant to Arkansas Code Annotated § 19-11-105, if a state agency is purchasing services, the Office of State Procurement (OSP) is required to have a certification on file from the Contractor stating that the Contractor does not employ or contract with illegal immigrants. By signing this Participating Addendum, the Contractor agrees and certifies that they do not employ or contract with illegal immigrants and that they will not employ or contract with illegal immigrants during the aggregate term of the contract. 3. Performance Standards Under Arkansas law, all state agencies, boards, commissions, and institutions of higher education must include performance standards when purchasing services. Performance standards shall be mutually agreed upon by the parties hereto for any services purchased. Page 7 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 R. Leasing and Alternative Financing. Leasing and alternative financing services by State Agencies shall not be authorized under this Participating Addendum. Political Subdivisions and other authorized purchasing entities should follow their own laws, rules, policies, and/or guidelines, etc. in regard to leasing and alternative financing services. S. Value Added Services. 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. 7. CONVENIENCE FEE: A. Convenience Fee Contractor shall remit a convenience fee in the amount of one percent (1 %) of all Contract Sales made to State, State Departments, and to local entities as defined in Arkansas Code Annotated § 19-11-206 (i.e. local governments, cities, counties, school districts, water districts, and other participants, collectively "State"). The convenience fee is based on Contractor invoice date and is effective upon the date of execution of this addendum. Contract Sales is defined as gross sale amounts less credits, taxes, regulatory fees and separately stated shipping charges not included in the unit prices. The State, at its sole discretion, may expand the applicability of this fee after providing notice to Contractors. Unit prices are inclusive of the convenience fee and Contractor is not to charge the fee directly to the State in the form of a separate line item. Contracts shall not have separate or different prices for State Agency customers and local entities as defined in Arkansas Code Annotated § 19-11-206 participants. B. Quarterly Reporting and Fee Remittance Contractor shall submit a Sales Report documenting all contract sales, made to State and such submission, including any supplemental information submitted, is deemed public record. The Sales Report shall be submitted no later than forty-five (45) calendar days after the end of each calendar quarter, and the related convenience fee shall be remitted no later than forty- five (45) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information: a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter b. Purchasing entity c. Total of Convenience Fee amount due d. Such other information as the State may reasonably request e. If no Sales were made to State during the reporting quarter, then a report shall be submitted showing zero sales and zero convenience fees due. C. Payment of Convenience Fee The Contractor shall timely remit Convenience Fee via Automated Clearing House (ACH) transactions, unless otherwise directed by State, to the bank account directed by the State. Failure to remit convenience fees timely and accurately in accordance with State requirements may result in Contractor's goods and services being made ineligible for purchase by State or any other recourse available, including contract cancellation, or as further provided for by law. Page 8 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 D. Retention and Inspection of Records The Contractor shall keep records of Sales to State in sufficient detail to enable the State to determine the Convenience Fee payable by the Contractor. State may examine and audit, at its own expense, Contractor's sales records and Sales Reports for completeness and accuracy. In the event that such examination reveals underpayment of the Convenience Fee, the Contractor shall immediately pay to the State the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State for the cost of the audit. 8. Purchase Order Instructions: All purchase orders issued by Purchasing Entities within the jurisdiction of this participating addendum should include the following: A. NASPO ValuePoint/State of Utah Master Agreement number AR3227 B. State contract number [SP-20-0051 4600048977] C. Agency Name, Address, Contact, and Phone -Number D. Applicable approvals E. Orders will be made out to the Contractor or Reseller The Purchasing Entities shall not be required, by the Contractor or its subcontractors, to sign any additional terms and conditions when utilizing this Agreement. 9. Subcontractors: All dealers, fulfillment partners and resellers authorized in the State of Arkansas, as shown on the dedicated Contractor (cooperative contract) website, and approved by the State of Arkansas, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The Contractor's dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. The Contractor will be responsible for any agreements with the subcontractors. The Participating State/Entity is not agreeing to and is not responsible for any terms and conditions with a subcontractor. Contractor shall submit a request to the State requesting the addition of any subcontractor to perform under this Participating Addendum. Contractor shall also provide the following subcontractor documentation to the State: • W9 and remittance address (if applicable) • 98-04 Contract and Grant Disclosure Form • Equal Opportunity Policy —Required if subcontractor employs more than 25 employees. If subcontractor employs less than 25 employees and is not required by law to have an EO Policy, a statement to that effect is required • Illegal Immigrant Certification— https://www.ark.org/dfa/immigrant/index.php/user/welcome • Israel Boycott Restriction Certification • Subcontractor's primary contact information Subcontractor Contact Name Email Phone To be provided Subcontractors may be updated by mutual agreement without the requirement of an amendment. Page 9 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 10. 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. 11. Orders: Any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be considered a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless another contract is referenced on the Order. If multiple contracts are available to a Purchasing Entity, Contractor may seek clarification to which contract an Order is in reference to if no contract is not specified on Purchasing Entity's Order. 12. Terms: The Participating State/Entity is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with Arkansas law or this Participating Addendum. 13. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Lead State Name Chris Jennings Address Telephone 801-538-3157 E-mail ctjennings@utah.gov Contractor Name Gi i Feril Address 170 W. Tasman Drive, San Jose, CA 95134 Telephone 408-424-0712 E-mail nvp-help@cisco.com Participating Entity Name Shane Phillips Address 501 Woodlane Street, Suite 220, Little Rock, Arkansas 72201 Telephone 501-324-9322 E-mail Jordan. Phi lli s 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. 14. Entire Agreement. This Participating Addendum and the Master Agreement number AR3227 (administered by the State of Utah) together with its exhibits (including any terms referenced in the Master Agreement), 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 are hereby rejected. The terms and conditions of this Addendum and the Master Agreement Page 10 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3227 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 both parties below. Participating State: Contractor: By: By: Name: Name: Edward Armstrong Jena Pate Title: State Procurement Director Title: Authodzed Signatory 9 orY Date: Date: 06/02/2021 May 28, 2021 APPROVED BY LEGAL Page 11 of 11 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM DATA COMMUNICATIONS PRODUCTS AND SERVICES Administered by the State of Utah (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: AR3228 Hewlett Packard Enterprise Company (hereinafter "Contractor" or "Contract Vendor") and State of Arkansas Contract No: 4600046044; SP-20-0051 (hereinafter "Participating State/Entity") 1. Scope: This Participating Addendum ("PA") covers the NASPO ValuePoint Data Communications Master Agreement led by the State of Utah (Master Agreement No: AR3228) for use by state agencies and other entities, as provided in the Master Agreement, and as more specifically detailed in Paragraph 2, "Participation," below. The following products and services are included in this contract portfolio: A. Data Communications: • Unified Communications • Networking • Routers, Switches, Security, and Storage Networking • Wireless • Facility Management, Monitoring, and Control. B. Value Added Services: • Maintenance Services • Professional Services • Partner Services • Training 2. Participation: All eligible purchasers ("Purchasing Entity" or "Participating Entity") 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. Access to Could Solutions Services Requires State CIO Approval. Unless otherwise stipulated in this Participating Addendum, specific services accessed through the NASPO ValuePoint cooperative Master Agreements for Cloud Solutions by State executive branch agencies are subject to the authority and prior approval of the State Chief Information Officer's Office. The State Chief Information Officer means the individual designated by the State Governor within the Executive Branch with enterprise - wide responsibilities for leadership and management of information technology resources of a State. 4. Cloud Solutions. All servers and data associated with the Arkansas instance of the Contractor Hosted Solution must reside in the continental United States. Contractor shall perform all work on the proposed system from within the continental United States of America. The System must not be accessed from outside of the U.S. 5. 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 the Lead State's Master Agreement. B. Lead State's Master Agreement (includes negotiated Terms & Conditions) Page 1 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 C. A Service Level Agreement (SLA) issued against the Participating Addendum D. The Solicitation including all Addendums; E. 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 the 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. Notwithstanding the foregoing, ordering documents (purchase orders) may contain transaction -specific terms and each ordering document that is accepted by the Contractor shall become a part of this Agreement as to the products and services listed on the ordering document only. 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 Contractor's website, in the Contractor's quotation/sales order or in similar documents subsequently provided by the Contractor (unless such terms are referenced in the Master Agreement). 6. Participating State Modifications or Additions to Master Agreement: These modifications or additions apply only to actions and relationships with the Participating Entity. A. Reporting. Contractor must submit quarterly reports to the Arkansas Office of State Procurement via email to OSP.ITContracts(ab_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 B. Payments. Payments will 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 may 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 Purchasing Entity will make a good - faith effort to pay within thirty (30) days after the date of invoice. The State shall have the right to dispute billed goods or services and withhold payment for those goods or services that are in dispute. Interest shall not be charged on disputed amounts while in dispute. C. Records. Financial and accounting records relevant to State of Arkansas transactions under this Addendum shall be subject to examination by appropriate Arkansas government authorities for a period of five (5) years from the expiration date and final payment under this Addendum or extension thereof, provided, however, that such government authorities will provide thirty (30) days written notice to the Contractor of its intent to conduct such examination contemplated by Page 2 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 this section. D. Governing Law. 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. E. Venue: Venue for any claim, dispute, or action concerning an order placed against the contract shall be Pulaski County, Arkansas. Any claims against the State, whether sounding in tort or in contract, shall be brought before the Arkansas State Claims Commission as provided by Arkansas law, and shall be governed accordingly. F. Travel Expenses. 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. Approved expenditures made by the contractor for travel will be reimbursed at the current rate paid by the State and in accordance with Arkansas Travel Guidelines and Procedures. G. Cancellation. 1. For Convenience. The State may cancel this Agreement for any reason by giving the Contractor written notice of such cancellation sixty (60) days prior to the date of cancellation. For Cause. The State may cancel this Agreement for cause when the Contractor fails to perform its obligations under it by giving the Contractor written notice of such cancellation at least thirty (30) days prior to the date of proposed cancellation. In any written notice of cancellation for cause, the State will advise the Contractor in writing of the reasons why the State is considering cancelling the Agreement, and provide the Contractor with an opportunity to avoid cancellation for cause by curing any deficiencies identified in the notice of cancellation for cause prior to the date of proposed cancellation. The parties may endeavor to agree to reasonable modifications in the Agreement to accommodate the causes of the cancellation for cause and avoid the cancellation, to the extent permitted by law, and at the discretion of each party individually. 3. If upon cancellation the Contractor has provided services which the State has accepted, and there are no funds legally available to pay for the services, the Contractor may file a claim with the Arkansas Claims Commission under the laws and regulations governing the filing of such claims. H. Confidential Information. Under Arkansas law, the release of public records is governed by The Arkansas Freedom of Information Act found at Section 25-19-101 et. seq. of the Arkansas Statutes. Contingent Fee. The Contractor guarantees that Contractor has not retained a person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies maintained by the Contractor for the purpose of securing business. Disclosure. Under Arkansas law, the Office of State Procurement (OSP) is required to have a copy of EO 98-04 Disclosure Form on file for the Contractor. Contractor must submit the disclosure form prior to entering into this Addendum. Failure to make any disclosure required by Governor's Executive Order 98-04, or any violation of any rule, regulation, or policy adopted pursuant to that order, shall be a material breach of the terms of this Addendum. Any contractor, whether an individual or entity, who fails to make the required disclosure or who violates any rule, regulation, or policy shall be subject to all legal remedies available to the State. Page 3 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 K. Restriction of Boycott of Israel. Pursuant to Arkansas Code Annotated § 25-1-503, a public entity shall not enter into a contract with a company unless the contract includes a written certification that the person or company is not currently engaged in and agrees for the duration of the contract not to engage in, a boycott of Israel. By signing this Participating Addendum, a Prospective Contractor agrees and certifies that they do not, and will not for the duration of the contract, boycott Israel. L. Vendor Registration. In order to receive payment, Contract Vendor must register online at https://www.ark.org/vendor/index.htmi M. Technology Access. When procuring a technology product or when soliciting the development of such a product, the State of Arkansas is required to comply with the provisions of Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, which expresses the policy of the State to provide individuals who are blind or visually impaired with access to information technology purchased in whole or in part with state funds. The Vendor expressly acknowledges and agrees that state funds may not be expended in connection with the purchase of information technology unless that technology meets the statutory Requirements found in 36 C.F.R. § 1194.21, as it existed on January 1, 2013 (software applications and operating ICSs) and 36 C.F.R. § 1194.22, as it existed on January 1, 2013 (web -based intranet and internet information and applications), in accordance with the State of Arkansas technology policy standards relating to accessibility by persons with visual impairments. ACCORDINGLY, THE VENDOR EXPRESSLY REPRESENTS AND WARRANTS to the State of Arkansas through the procurement process by submission of a Voluntary Product Accessibility Template (VPAT) for 36 C.F.R. § 1194.21, as it existed on January 1, 2013 (software applications and operating ICSs) and 36 C.F.R. § 1194.22, that the technology provided to the State for purchase is capable, either by virtue of features included within the technology, or because it is readily adaptable by use with other technology, of: 1. Providing, to the extent required by Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, equivalent access for effective use by both visual and non - visual means. 2. Presenting information, including prompts used for interactive communications, in formats intended for non -visual use. 3. After being made accessible, integrating into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. 4. Providing effective, interactive control and use of the technology, including without limitation the operating system, software applications, and format of the data presented is readily achievable by nonvisual means. 5. Being compatible with information technology used by other individuals with whom the blind or visually impaired individuals interact. 6. Integrating into networks used to share communications among employees, program participants, and the public. 7. Providing the capability of equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. Page 4 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 State agencies cannot claim a product as a whole is not reasonably available because no product in the marketplace meets all the standards. Agencies must evaluate products to determine which product best meets the standards. If an agency purchases a product that does not best meet the standards, the agency must provide written documentation supporting the selection of a different product, including any required reasonable accommodations. For purposes of this section, the phrase "equivalent access" means a substantially similar ability to communicate with, or make use of, the technology, either directly, by features incorporated within the technology, or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans with Disabilities Act or similar state and federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands or other means of navigating graphical displays, and customizable display appearance. As provided in Arkansas Code Annotated § 25-26-201 et seq., as amended by Act 308 of 2013, if equivalent access is not reasonably available, then individuals who are blind or visually impaired shall be provided a reasonable accommodation as defined in 42 U.S.C. § 12111(9), as it existed on January 1, 2013. If the information manipulated or presented by the product is inherently visual in nature, so that its meaning cannot be conveyed non -visually, these specifications do not prohibit the purchase or use of an information technology product that does not meet these standards. N. Shared Technical Architecture. Solutions must comply with the State's shared Technical Architecture Program which is a set of policies and standards that can be viewed at: http://dis.publishpath.com/policies-standards and http://dis.publishpath.com/standards, respectively. Only those standards which are fully promulgated or have been approved by the Governor's Office apply to this solution O. For Services Only: Equal Opportunity Policy. In compliance with Arkansas Code Annotated § 19-11-104, if a state agency is purchasing services, the Office of State Procurement (OSP) is required to have a copy of the Contractor's Equal Opportunity (EO) Policy prior to entering into this Addendum. EO Policies may be submitted in electronic format to the following email address: eeopolicy.osp(d_)dfa.arkansas.gov or Contractor may submit a hard copy with this Addendum. The submission of an EO Policy to OSP is a one-time requirement. Contractor is responsible for providing updates or changes to its policy, and for supplying EO Policies upon request to other State agencies that must also comply with this statute. If Contractor is not required by law to have an EO Policy, Contractor must submit a written statement to that effect. 2. Prohibition of Employment of Illegal Immigrants. Pursuant to Arkansas Code Annotated § 19-11-105, if a state agency is purchasing services, the Office of State Procurement (OSP) is required to have a certification on file from the Contractor stating that the Contractor does not employ or contract with illegal immigrants. By signing this Participating Addendum, the Contractor agrees and certifies that they do not employ or contract with illegal immigrants and that they will not employ or contract with illegal immigrants during the aggregate term of the contract. 3. Performance Standards Under Arkansas law, all state agencies, boards, commissions, and institutions of higher education must include performance standards when purchasing services. Performance standards shall be mutually agreed upon by the parties hereto for any services purchased. Page 5 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 P. Leasing. Leasing shall not be authorized under this Participating Addendum. Q. Value Added Services. 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. 7. Purchase Order Instructions: All purchase orders issued by Purchasing Entities within the jurisdiction of this participating addendum should include the following: A. NASPO Valuepoint/State of Utah Master Agreement number AR3228 B. State contract number [SP-20-0051 4600046044] C. Agency Name, Address, Contact, and Phone -Number D. Applicable approvals E. Orders will be made out to the Contractor or Reseller The Purchasing Entities shall not be required, by the Contractor or its subcontractors, to sign any additional terms and conditions when utilizing this Agreement. 8. Subcontractors: All dealers, fulfillment partners and resellers authorized in the State of Arkansas, as shown on the dedicated Contractor (cooperative contract) website, and approved by the State of Arkansas, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The Contractor's dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. The Contractor will be responsible for any agreements with the subcontractors. The Participating State/Entity is not agreeing to and is not responsible for any terms and conditions with a subcontractor. Contractor shall submit a request to the State requesting the addition of any subcontractor to perform under this Participating Addendum. Contractor shall also provide the following subcontractor documentation to the State: • W9 and remittance address (if applicable) • 98-04 Contract and Grant Disclosure Form • Equal Opportunity Policy —Required if subcontractor employs more than 25 employees. If subcontractor employs less than 25 employees and is not required by law to have an EO Policy, a statement to that effect is required. • Illegal Immigrant Certification— https://www.ark.org/dfa/immigrant/index.php/user/welcome • Israel Boycott Restriction Certification • Subcontractor's primary contact information. Subcontractor Contact Name Email Phone To be provided Subcontractors may be updated by mutual agreement without the requirement of an amendment. Page 6 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 9. 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. 10. Orders: Any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the Order agree in writing that another contract or agreement applies to such Order. 11. Terms: The Participating State/Entity is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with Arkansas law or this Participating Addendum. 12. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Lead State Name Chris Jennings Address Telephone 801-538-3157 E-mail ctjennings@utah.gov Contractor Name Amanda S olec Address 6280 America Center Drive, San Jose, CA 95002 Telephone 501-269-7080 E-mail Amanda.Spolec@hpe.com Participating Entity Name Shane Phillips Address 1509 West 7t" Street, 3rd Floor, Little Rock, Arkansas 72201 Telephone 501-324-9322 E-mail Jordan. Philli s 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. 13. Entire Agreement. This Participating Addendum and the Master Agreement number AR3228 (administered by the State of Utah) together with its exhibits (including any terms referenced in the Master Agreement) , 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 are 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. Page 7 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM MASTER AGREEMENT # AR3228 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: HewlM P ckard EAterp6sl company By: By Name: Name: Mary A. Reuss Title: Title: Contract Negotiator _ Date: Date: February 26, 2020 Palle 8 of 8 PARTICIPATING ADDENDUM NASPO VALUEPOINT COOPERATIVE PURCHASING PROGRAM —n.T is IN .NITNESS WHEREOF _.. _s Hale execute:: tnis Addendu as c` the date o` 'uxecuti:, parties belcv. Participating State: Hewlett Packard Enterprise Company ✓ By rJ-'C,� di1��Q�.- -f11G Re.,ss .11 10 CONTRACT DETAILS 05I310024 SP-20-0051 4600046044, 4600047971, 4600046977, 4600048764, 4600048595 Multiple Shane Phillips NASPO ValuePolnt No No No Cisco Enterprise Agreement and ConvergeOne quote Keith Macedo Submitted By City of Fayetteville Staff Review Form 2022-0628 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 7/12/2022 INFORMATION TECHNOLOGY (170) Submitted Date Division / Department Action Recommendation: Staff recommends approval of the attached Cisco Enterprise Agreement and ConvergeOne quote, pursuant to a State of Arkansas and National Association of Procurement Officials (NASPO) Value Point Cooperative Contract approved by City Council on October 5, 2021 via resolution 243-21. Budget Impact: 4470.170.8170-5209.00 Sales Tax Capital Account Number Fund 04001.1 Telecommunication Systems Upgrades Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Project Title $ 275,577.00 $ 22,547.89 $ 253,029,11 $ 76,096.26 $ 176,932.85 V20210527 Purchase Order Number: 2022-00000293 Previous Ordinance or Resolution # 243-21 Change Order Number: Approval Date: 7-14-22 Original Contract Number: Comments: CITY OF _ FAYETTEVILLE ARKANSAS TO: Mayor Jordan THRU: Susan Norton, Chief of Staff FROM: Keith Macedo, Information Technology Director DATE: July 12, 2022 STAFF MEMO SUBJECT: Staff recommends approval of the attached Cisco Enterprise Agreement and ConvergeOne quote, pursuant to a State of Arkansas and National Association of Procurement Officials (NASPO) ValuePoint Cooperative Contract approved by City Council on October 5, 2021, via resolution 243-21. RECOMMENDATION: Staff recommends approval of the attached Cisco Enterprise Agreement and ConvergeOne quote, pursuant to a State of Arkansas and National Association of Procurement Officials (NASPO) ValuePoint Cooperative Contract approved by City Council on October 5, 2021, via resolution 243-21. BACKGROUND: The city has utilized Cisco's voice over IP (VOIP) phone system for all city facilities since 2007. This includes desk phones, call center phones, voicemail, soft phones, and video phones. City Council approved a State of Arkansas and National Association of Procurement Officials (NASPO) ValuePoint Cooperative Contract on October 5, 2021, via resolution 243-21. The contract approves the city to purchase Cisco equipment and software through ConvergeOne. DISCUSSION: Cisco recently changed it's licensing model for Cisco VOIP phones which requires the approval and signing of a new Cisco Enterprise Agreement. Historically the city purchased annual software maintenance for Cisco phones through a Cisco program called SmartNet. The attached Cisco Enterprise Agreement will allow the city to purchase annual maintenance through Cisco's new Flex licensing model, through the approved NASPO contract. The new Flex licensing will allow the city to upgrade to Cisco's latest phone version which includes several new features including improved mobile telephone features and call center options which will assist Utility Billing with the management of phone calls. BUDGET/STAFF IMPACT: The Cisco phone system expense is budgeted within the Sales Tax Capital fund, within the Telecommunications Systems Upgrade CIP project. Attachments: Staff Review Form, Staff Review Memo, Cisco Enterprise Agreement, ConvergeOne quote. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 C1 Convergeone Customer: CITY OF FAYETTEVILLE, AR Ship To 113 W MOUNTAIN ST Address: FAYETTEVILLE, AR 72701 Bill To Address: 113 W MOUNTAIN ST FAYETTEVILLE, AR 72701 Customer ID: AOSZFAYE101 Customer PO: Date: 7/12/2022 Page #: 1 of 4 Documents #: OP-000591975 SO-000650944 Solution Name: FLEX Customer: CITY OF FAYETTEVILLE, AR Solution Summary FLEX Primary Contact: Brad Fulmer Email: bfulmer@fayetteville-ar.gov Phone: (479) 575-8217 National Account Danny Matthews Manager: Email: DMatthews@convergeone.com Phone: +14177990737 Solution Summary Current Due Next Invoice Due Remaining Total Project Software $23,112.00 $23,112.00 Annual $23,112.00 $69,336.00 Maintenance CISCO Maintenance $0.00 Annual $0.00 Project Subtotal $23,112.00 $23,112.00 $69,336.00 Estimated Tax NOT INCLUDED Estimated Freight NOT INCLUDED Project Total $23,112.00 $69,336.00 This Solution Summary summarizes the documents(s) that are attached hereto and such documents are incorporated herein by reference (collectively, this "Order"). Customer's signature on this Order (or Customer's issuance of a purchase order in connection with this Order) shall represent Customer's agreement with each document in this Order and acknowledgement that such attached document(s) are represented accurately by this Solution Summary. Unless otherwise specified in this Order, this Order shall be subject to the following terms and conditions (the "Agreement"): (i) the Master Sales Agreement or other applicable master agreement in effect as of the date hereof between Converge0ne, Inc. and/or its subsidiaries and affiliates (collectively, "Cl" or "Converge0ne" or "Seller") and Customer; or (ii) if no such master agreement is currently in place between Cl and Customer, the Online General Terms and Conditions currently found on the internet at: https://www.convergeone.com/online-general-terms-and-conditions/ . If Customer's Agreement is a master agreement entered into with one of Converge0ne, Inc.'s predecessors, affiliates and/or subsidiaries ("Legacy Master Agreement"), the terms and conditions of such Legacy Master Agreement shall apply to this Order, subject to any modifications, located at: https://www.convergeone.com/online•general-terms-and- conditions/ . In the event of a conflict between the terms and conditions in the Agreement and this Order, the order of precedence shall be as follows: (i) this Order (with the most recent and specific document controlling if there are conflicts between the Solution Summary and any applicable supporting document(s) incorporated into this Order), (ii) Attachment A to the Agreement (if applicable), and (iii) the main body of the Agreement. This Order may include the sale of any of the following to Customer: (a) any hardware, third party software, and/or Seller software (collectively, "Products"); (b) any installation services, professional services, and/or third party provided support services that are generally associated with the Products and sold to customers CONFIDENTIAL AND PROPRIETARY INFORMATION OF CONVERGEONE, INC. C1 Converge0ne Date: 7/12/2022 Page #: 2 of 4 Documents #: OP-000591975 SO-000650944 Solution Name: FLEX Customer: CITY OF FAYETTEVILLE, AR by Seller (collectively, "Professional Services"); (c) any Seller -provided vendor management services, software release management services, remote monitoring services and/or, troubleshooting services (collectively, "Managed Services'; and/or (d) any Seller -provided maintenance services ordered by Customer to maintain and service Supported Products or Supported Systems at Supported Sites to ensure that they operate In conformance with their respective documentation and specifications (collectively, "Maintenance Services'l. For ease of reference only, Professional Services, Managed Services and Maintenance Services may be referred to collectively as "Services." Unless otherwise defined herein, capitalized terms used herein will have the same meanings as set forth in the Agreement. Notwithstanding anything to the contrary stated above, this Order is subject to the terms and conditions of the Public Sector Contract referenced herein, and such Public Sector Contract supersedes all references to a Master Sales Agreement, the Online General Terms and Conditions, and/or a Legacy Master Agreement referred above Products and/or Services not specifically itemized are not provided hereunder. This Order will be valid for a period of thirty (30) days following the date hereof. Thereafter, this Order will no longer be of any force and effect. Due to rapidly changing prices in the market for third party Products and/or Services, after the expiration of the foregoing 30 day period, Seller reserves the right to adjust offerings and/or prices accordingly prior to issuing any new Order(s). This Order is a configured order and/or contains software. Special Comment to Solution Summary: CISCO SAAS QUOTE - By signing this quote, Customer acknowledges they have been provided and agree to the Cisco SaaS Terms of Service located here: http://www.dsoo.com/c/en/us/atwut/legaVcloud-and-software/cloud-terms.htmi. Should Customer desire to not allow the auto -renewal, forty-five (45) days' written notice prior till the end of thh�\rreent term is required. ACCEPTED BY: r I BUYER: _ _ �QATE: 7-14-22 SELLER: 1i_- _ �! - _ DATE: 07/12/2O22 TITLE: Mayor K�Od Jordan TITLE EVP East and Central Solution Quote # Item Number Description Public Sector Tenn I Qty Unit List Price Extended List % Disc Unit PriceExtended Price Contract 1 A-FLEX-3 Collaboration Flex Plan 3.0 AR3227 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 46DO048977 SP- 20-0051 2 SVS-FLEX-SUPT- Basic Support for Flex Plan AR3227 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 BAS 46DO048977 SP- 20-0051 CONFIDENTIAL AND PROPRIETARY INFORMATION OF CONVERGEONE, INC. C1 Converge0ne Date: 7/12/2022 Page #: 3 of 4 Documents #: OP-000591975 SO-000650944 Solution Name: FLEX Customer: CITY OF FAYETTEVILLE, AR 3 A-FLEX-EAPL EntW On -Premises Calling AR3227 36 400 $7.50 $108,000.00 39.20 % $4.56 $65,664.00 4600048977 SP- 20-0051 Comment: Initial Term 36.00 Months Automatically Renews For 12 Months Billing Frequency: Annual Billing 4 A-FLEX-SME-S Session Manager (1) AR3227 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 5 A-FLEX-SRST-E SRST Endpoints (1) AR3227 36 800 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 6 A-FLEX-P-EA On -Premises Smart License - EA (1) AR3227 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 7 A-FLEX-P-ACC Access Smart License (1) AR3227 36 80 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 8 A-FLEX-P-CA Common Area Smart License (1) AR3227 36 200 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 9 A-FLEX-P-UCXN Unity Connection Smart License (1) AR3227 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 10 A-FLEX-P-ER Emergency Responder Smart License (1) AR3227 36 1200 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 11 A-FLEX-EXP-PAK Expressway Product Authorization Key (1) AR3227 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 12 A-FLEX-SW-12.5- On -Premises & Partner Hosted Calling SW AR3227 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 K9 Bundle v12.5 (1) 4600048977 SP- 20-0051 13 A-FLEX-C-DEV-ENT Cloud Device Registration Entitlement AR3227 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 14 A -FLEX -MSG -ENT Messaging Entitlement AR3227 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 4600048977 SP- 20-0051 15 A-FLEX-FILESTG- File Storage Entitlement AR3227 36 9600 $0.00 $0.00 0.00 % $0.00 $0.00 ENT 4600048977 SP- 20-0051 CONFIDENTIAL AND PROPRIETARY INFORMATION OF CONVERGEONE, INC. C1 Convergeone 16 A-FLEX-PROPACK- Pro Pack for Cisco Control Hub Entitlement AR3227 ENT 46DO048977 SP- 20-0051 17 A-FLEX-EXP-RMS Expressway Rich Media Session (1) AR3227 4600048977 SP- 20-0051 18 A -FLEX -STD -CUBE CUBE Standard Trunk Session License AR3227 4600048977 SP- 20-0051 Comment: Initial Term 36.00 Months Automatically Renews For 12 Months Billing Frequency: Annual Billing 19 A-FLEX-CCUCS-EA Cloud Connected UC EA Standard ENT AR3227 4600048977 SP- 20-0051t 20 A-FLEX-SW-14-K9 On -Premises & Partner Hosted Calling SW AR3227 Bundle v14 (1) 46DO048977 SP- 20-0051t Date: 7/12/2022 Page #: 4 of 4 Documents #: OP-000591975 SO-000650944 Solution Name: FLEX Customer: CITY OF FAYETTEVILLE, AR 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 36 80 $0.00 $0.00 0.00 % $0.00 $0.00 36 60 $2.80 $6,048.00 39.29 % $1.70 $3,672.00 36 480 $0.00 $0.00 0.00 % $0.00 $0.00 36 1 $0.00 $0.00 0.00 % $0.00 $0.00 Subtotal: $114,048.00 $69,336.00 Total: $114,048.00 $6.26 $69,336.00 CONFIDENTIAL AND PROPRIETARY INFORMATION OF CONVERGEONE, INC. a111,111. CISCO Cisco Enterprise Agreement Program Terms and Conditionsfor End Users These terms and conditions together with the applicable Enrollment Descriptions and EUIF (collectively, "EA Program Terms") govern any Suites that You order under the Cisco Enterprise Agreement Program ("Purchased Suites"). The EA Program Termsdo not modifythe terms of any Cisco products or services You purchase outside of the Cisco Enterprise Agreement Program. By signingthese terms and conditions You agree to the EA Program Terms and the Licensing Documents. If You do not agree to the EA Program Terms or Licensing Documents, You may not Consume the Software or Cloud Services. Notwithstanding the foregoing, You are not obligated to make a purchase by entering into th e EA Program Terms, and neither the EA Program Terms, nor the Licensing Documents will apply until You place an order as further described in section 1, below. 1. Orders. To purchase Suites under the EA Program Terms, You must first submit the applicable EUIF, and Enrollment Description signed by Yourauthorized representative to the Approved Source. The EUIF must list: (a) Your Participating Affiliates; (b) the Purchased Suites; (c) the Suite Term; and (d) accurate Meter counts for You and all Participating Affiliates. You will then be required to place an order for the Purchased Suites accordingto the processsetforth in Your purchasing agreement with the Approved Source. 2. Access To Purchased Suites. Subject to Your payment of the applicable fees to the Approved Source, Cisco will grant You and all Participating Affiliates the rightto Consumethe Purchased Suites during the Suite Term via the EA Workspace or as otherwise set forth in the applicable Enrollment Description. You must pay for all Software and Cloud Services Consumed. You are responsible for keeping all login credentials to the EA Workspace secure and forthe actions of any individual You or a Participating Affiliate authorize to access the EA Workspace, including paymentforany Softwareor Cloud Services Consumed by such individuals. 3. Enterprise -wide Commitment. The Approved Source relies on the information You provide in the EUIF to establish the Enterprise -wide Commitment. During the Suite Term, Your payment obligation related to the Enterprise -wide Commitment may increase as a result of any of the following: (a) You exceed the Initial Growth Cap (as described in section 5); (b) You exceed the Initial Entitlement or the previous years Entitlement subject to a True Forward (as described in section 6); or (c)You purchase an additional Suite (as described in section 9). 4. Term &Termination. a. Term. The Term of the EA Program Termswill commence on the date of signature and continue so long as there is an active Purchased Suite, unless earlier terminated in accordance with section 4(c)(i), below. b. Suite Term. The Suite Term for each Purchased Suitewill commence on the Suite Start Date and last for the period set forth in the EUIF, or as specified in the order with the Approved Source, unless terminated in accordance with section4(c)(i), below. c. Termination. i. Either party may terminate the EA Program Terms or Purchased Suite if the other party materially breaches the EA Program Terms and does not cure the breach within 30 days of written notice of the breach. C 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential information. May 1, 2022 Cisco Confidential 1111,111, Cisco ii. In the event of Your uncured material breach of the EA Program Terms for non-payment of fees to the Approved Source, Cisco may, in lieu of termination of the Program Terms pursuant to section 4(c)(i), suspend Yourrightto Consume the Software and Cloud Services in the Purchased Suite and suspend Your access to the EA Workspace, until Your breach has been cured. iii. In the event of Your termination for Cisco's uncured material breach of the EA Program Terms, Cisco will refund to the Approved Source (or You, if You purchased directly from Cisco) any fees You paid coveringthe period after the effective date of termination. iv. Other than as provided in this section 4 and to the extent permitted bylaw, the EA Program Terror, and any orders placedthereunder are non -cancellable and may not be terminated. d. Effect of Termination; End of SuiteTerm. Upon termination orat the end of the Suite Term: The following rights will terminate with respect to the Purchased Suites: (1) Your right to Consume Cloud Services and Software; (2) Your right to access the EA Workspace; (3) Your right to receive Support Services; and ii. You must destroy the product activation keys (PAKs) provided in connection with the Purchased Suites. 5. Initial Growth Cap. If You exceed the Initial Growth Cap during the first six months of the Suite Term, the Approved Source may charge You for such Consumption above the Initial Growth Cap. If the Purchased Suite includes a Growth Allowance (described in the applicable Enrollment Description), the Growth Allowance cannot be used to offsetfees forexceedingthe Initial Growth Cap. 6. True Forward. a. Cisco performs a True Forward for the Purchased Suites on each anniversary of the Suite Start Date. On the first anniversary of the Suite Start Date, if You have exceeded the Initial Entitlement, the Approved Source will charge You for the Consumption above the Initial Entitlement through the remainder of the Suite Term. On each subsequent anniversary of the Suite Start Date, the Approved Sourcewill charge You for any Consumption above the previous year's Entitlement through the remainderof the Suite Term. b. Your True Forward payment obligation for each Purchased Suite will be calculated by comparing Your Consumption of Software and Cloud Services to Your Entitlement for the previous year. Any payment owed to the Approved Source will be determined as follows and reflected in the price quote from the Approved source: the unit price less any applicable discount or incentive multiplied by the quantity by which You exceeded Your then -current Entitlement. The price used to calculate any True Forward fees will be established when You place the orderfor each Purchased Suite. c. For some Suites, a portion of Your True Forward payment obligation may be offset by the residual value remaining in Software or Cloud Services in the same Suite. This process is called value shift, and the applicable Enrollment Description indicateswhether and to the extent value shift applies to a given Suite. d. There is no fee for exceeding the Entitlement in the final year of the Suite Term. 7. Updates to Purchased Suites. Cisco may enhance or refine the Purchased Suites at no additional cost to You. Such updates will not materially reduce the core functionality of the Purchased Suites. G'2022Cisco and/or its affi I iates AlIrights reserved, This document isCiscaConfide ntialInformation . May 1, 2022 Cisco Confidential Cisco End of Life. Notwithstanding anything in the EA Program Terms to the contrary, Cisco reserves the right to discontinue a Suite with at least three years' prior notice. If a Purchased Suite is discontinued, Cisco will either: (a) provide You a substantially similar replacement Suite forthe remainder of the Suite Term; or (b) issue a credit to the Approved Source (or You, if You purchased directlyfrom Cisco)for any fees You paidfor the Purchased Suite covering the period after the last date such Purchased Suite is available for You to Consume. Such credit can be applied towards the future purchase of Cisco products and services. Purchasing Additional Suites. You may purchase additional Suites by su bmitting a new EUIF and orderto the Approved Source. Additional Suites may co -terminate with a pre-existing Purchased Suite provided there are at least 12 months remaining in the Suite Term of such pre-existing Purchased Suite. Otherwise, additional Purchased Suites will be given a new Suite Term and will be subjectto the then -current EA Program Terms in accordance with section 10, below. 10. Modifications. As our business evolves, Cisco may modify the EA Program Terms. Updated EA Program Terms do not apply to pre-existing Purchased Suites or to future orders that co -terminate to a pre-existing Purchased Suite, which will be governed by the version of the EA Program Terms already in effect for the pre-existing Purchased Suite. 11. Participating Affiliates. You are responsiblefor Your Participating Affiliates' compliancewith the EA Program Terms. 12. Support Services. Basic Support Services are included in the price of the Purchased Suite and described in the applicable Enrollment Description and Licensing Documents. Higher levels of Support Services may be available for You to purchase and, if You electto do so, will be described in documentation provided to You at the time of purchase. 13. Importation Feefor Embedded Software. For Purchased Suitesthat include Embedded Software, the value of Embedded Software will be deducted from the purchase price of the related Cisco hardware. If You are required to payan Importation Fee, Yourjurisdictionmay usethe value of boththe hardware and Embedded Software to calculate the Importation Fee. Accordingly, the Importation Fee on the value of the combined products may be higherthan if calculated solely using the price of the hardware. 14. Delivery of Embedded Software. Embedded Software is delivered pre -installed on Cisco hardware to the address provided on the purchase order for the Cisco hardware. Your use of the smart licensing account Cisco designatesfor the Embedded Software will ensure accurate pricing of the Embedded Software. 15. No Assignment & Transfer. Neither the EA Program Terms, nor any right or obligation herein may be assigned or transferred bya party (including under Cisco's Software Transfer and Relicensing Policy) without the other party's prior writtenconsent, which may not be unreasonably conditioned, withheld, or delayed. Any attempted assignment without the other party's consent shall be void and of no effect. Notwithstanding the foregoing, Cisco may assign the EA Program Terms and any rightor obligation herein to a Cisco Affiliate without Your consent. 16. Verification. Upon reasonable request from Cisco, You will assist Cisco in verifying the quantity of Software and Cloud Services that You have Consumed. If the verification discloses Consumption above Your then - current Entitlement, the Approved Source will charge You for the excess Consumption in accordance with the EA Program Terms. 17. Combined Discounts. The pricing, discounts, and other incentives offered in connection with a Purchased Suite may not be combined with any other price reductions, discounts, promotional pricing, rebates, credits, trade-in, or other pricing programs or incentives offered by Cisco unless expressly agreed byCisco in writing. 18. Entire Agreement. The EA Program Terms constitute thee nti re agreement between the parties concerning the Cisco Enterprise Agreement Program and supersede all prior oral or written communications between the parties concerning the program. © 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. May 1, 2022 Cisco Confidential Cisco 19. Order of Precedence. The documents comprising the EA Program Terms are complimentary, and to the extent possible, construed and interpreted consistently. In the event of an inconsistency, conflict, or ambiguity between the EA Program Terms, the orderof precedence forany Purchased Suite is first the EUIF, then the Enrollment Description, and then these terms and conditions. The EA Program Terms take precedent over the applicable Licensing Documents. 20. Definitions. a. "Affiliate" means, with respect to a party, any entity that directly or indirectly Controls, or is Controlled by, or is under common Control with such party. "Control" means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control). b. "Approved Source" means Ciscoor a Cisco authorized reseller, distributor, or systems integrator. c. "Cisco" means Cisco Systems, Inc. or its applicable Affiliate deliveringthe EA Program Terms. d. "Cloud Service" means the Cisco hosted software -as -a -service listed in the applicable Enrollment Description. e. "Consume" or "Consumption" means to download, install, activate, provision, enable, or otherwise access Software or Cloud Se rvices. f. "EA Program" has the meaninggivento it in the introductory paragraph. g. "EA Program Terms" has the meaninggivento it in the introductory paragraph. h. "EA Workspace" means the portal from where You Consume Software and Cloud Services and view and manage Your Entitlement. i. "Embedded Software" means Softwarethat is delivered on newly purchased Cisco hardware. j. "End User," "You," or "Your" means the final purchasing entity as identified on the EUIF. k. "Enterprise -wide Commitment" means Your purchase commitment in the Purchased Suite for You and all Participating Affiliates, as reflected on the EUIF. I. "Entitlement" means, at any point in time during the Suite Term, the type and quantityof Software and Services as determined by the Meter counts for which You have already paid the applicable fees to the Approved Source. m. "Enrollment" means a combination of Suites belonging to the same Cisco product family. Cisco DNA, Cisco Data Center, Cisco SecurityChoice, Cisco Meraki, and Cisco Collaboration Flex Plan each represent an Enrollment. n. "Enrollment Description" means the supplemental program terms and description governing an Enrollment. o. "EUIF" means the End User Information Form forthe Purchased Suite. p. "EULA" mean's Cisco End User License Agreement, available at cisco.com/go/eula (or similar terms existing between You and Cisco). q. "Growth Allowance" means the right to exceed the Initial Entitlement without incurring additional fees as set forth in the applicable Enrollment Description. r. "Importation Fee" means an import duty or tax on the purchase of Cisco hardware. CO 2022 Cisco and/or its affiliates. All rights reserved This document is Cisco Confidential Information. May 1, 2C 22 Cisco Confidential 0111,111. Cisco s. "Initial Entitlement" means Your Entitlement at the start of the Suite Term as determined by the Meter counts for You and all Participating Affiliates provided on the EUIF. t. "Initial Growth Cap" means 105%of the Initial Entitlement. u. "Licensing Documents" means the EULA and SEULAs for the Software and the EULA and CDs for the Cloud Services in the Purchased Suites (orsimilar terms existing between You and Cisco). The applicable Licensing Documents are listed in the Enrollment Descriptionfor each Purchased Suite. v. "Meter" means the unit ofineasurementforSoftware orCloud Services Consumption. w. "OD" means the offer description and supplemental IicensingtermsgoverningCloud Services. x. "Participating Affiliates" means Your Affiliates whose Meter counts are included on the EUIF. y. "Purchased Suites" has the meaninggivento it in the introductory paragraph. z. "Services" means both Cloud Services and Support Services. aa."SEULA" means the supplemental licensing termsgoverning Software. bb. "Software" means the Cisco software listed in the applicable Enrollment Description. cc. "Suite" means a combination of Software and Services in an Enrollment. dd. "Suite Start Date" means, with respect to each Purchased Suite, the earliest date any Software or Cloud Service in the Purchased Suite is made available forYou to Consume. ee. "Suite Term"means, with respect to each Purchased Suite, the duration of the Purchased Suite. ff. "Support Services" means maintenance, technical assistance, or other support provided for the Software and Cloud Services in a Purchased Suite. gg. 'Term" means the durationof the EA Program Terms. hh. 'True Forward" meansan annual adjustmentto account for exceeding the previous year's Entitlement CO 2022 Cisco and/or its affiliates. All rights reserved. This do cument is Cisco Confidential Information. May1, 2022 5 Cisco Confidential I' I . I' Cisco End User Information Form For End Users of the Cisco Flex Plans To purchase the Cisco Collaboration Flex Plan Enrollment or Cisco Spark Flex Plan under the Enterprise Agreement ("EA") an authorized representative of the End User must complete this form in its entirety and sign it. Your signature is required on this form priorto receivingaccess to the program. This form will be used ensure that You understand the terms of use that apply to Your Flex Plan. You will then be required to placean order for the Purchased Suite(s)according to the process set forth in Your purchasing agreement with the Approved Source. End User Overview End User Information Full Legal Name of the End User Organization (e.g., CITY OF FAYETTEVILLE company, government entity 113 W MOUNTAIN ST Address of End User's principal place of business FAYETTEVILLE, AR, 72701 US Cisco requires any Participating Affiliate(s) for which you are purchasing coverage to be included in this End User Information Form. Cisco relieson this list to define the scope of the agreement, ensure accurate pricing, aswell as effective provisioning and support. Participating Affiliates) ® None ❑ Only listed Participating Affiliates (to be recorded immediately below) Participating Affiliates 2022 Cisco and/or its affiliates. All rights reserved This document is Cisco Confidential Information. May 1, 2C22 6 Cisco Confidential Cisco Collaboration Flex Plan Enrollment I111,111, Cisco You will have access to the Software and/or Services in the Suite(s) you purchase, as identified in any orders You place through Your Approved Source. Any additional purchases can be made by placing an order for the Purchased Suites according to the process set forth in Your purchasing agreement with the Approved Source. ❑ Cisco Collaboration Webex Suite Enterprise Agreement ❑ Cisco Collaboration Flex Plan Meetings Enterprise Agreement ® Cisco Collaboration Flex Plan Calling Enterprise Agreement ❑ Cisco Collaboration Flex Plan for Education Meetings Enterprise Agreement ❑ Cisco Collaboration Flex Plan for Education Calling Enterprise Agreement ❑ Cisco Collaboration Flex Plan Enterprise Agreement for Public Sector ❑ Cisco Collaboration Webex Suite Enterprise Agreement for Fed RAMP ❑ Cisco Collaboration Flex Plan Enterprise Agreement for Fed RAMP 7- Cisco Collaboration Enterprise Agreement Webex for Defense End User Acceptance THE UNDERSIGNED REPRESENTS THATTHEY ARE AUTHORIZED TO SIGN THIS FORM ON THE END USER'S BEHALF AND THAT THE INFORMATION PROVIDED IS ACCURATE AS OF THE DATE OF SIGNATURE. THE UNDERSIGNED UNDERSTANDS THATTHE TERMS AND CONDITIONS ABOVE W ILLAPPLY IF AN ORDER IS PLACED. Full Legal Name of the End User Organization (e.g., company, government entity)You Represent Last Name, First Name Title Date End User Authorized Representative Signature Lioneld Jordan Mayor 7-14-22 © 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information, May 1, 2022 Cisco Confidential Cisco Cisco Collaboration Flex Plan Enrollment Description &Supplemental EA Program Terms This Enrollment Description lists the available Suites under the Cisco Collaboration Flex Plan and additional terms and conditions that apply to the Cisco Collaboration Flex Plan Enrollment. You may purchase any oral of the Suites listed below, and for any particular Suite You purchase, You may select any oral I of the available licenses listed. Purchasing particular suite does not give You access to licenses in another Suite. Cisco Collaboration Webex Meetings Webex Suite WebexApp Webex Cal ling; or Webex Calling Dedicated Instance Cisco Unified Communications Manager On -Premises Calling Webex Webinars Webex Events (formerly "Socio") T Cloud Service Cisco Deployed Cloud Service Collaboration Knowledge Flex Plan OD Worker Cloud Service EULA Software Cloud Service Cloud Service License Type Licensing ocuments Cisco Collaboration Cisco Meeting Server Software Cisco Deployed Flex Plan Meetings Webex MeetingsCloudServlce Collaboration Knowledge ------- Enterprise Webex app Cloud Service Flex Plan OD: Worker Agreement I EULA Cisco Collaboration Flex Plan Calling Enterprise Agreement Webexapp Webex Calling; or Webex Calling forSP; or Webex Calling (formerly Cisco Spark Call); or Webex Calling Dedicated nstance i UCM Cloud Calling��-��___� Cisco Unified Partner Hosted Communications Manager Calling Cisco Unified Communications Manager On -Premises Calling Cloud Service Cloud Service Cloud Service Software Software C 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. Cisco I Deployed Collaboration Knowledge Flex Plan OD: Worker EULA May 1, 2022 8 Cisco Confidential I' I r I' I r Cisco Suite Licenses License Type Licensing Meter Documents Cisco Cisco Meeting Server Software Cisco Deployed Collaboration Webex Meetings Cloud Service Collaboration Knowledge Flex Plan for - ---- - Flex Plan OD; Worker; Education Webexapp Cloud Service EULA Student Meetings Enterprise Agreement Cisco Webex Calling (formerly Cloud Service Cisco Deployed Collaboration Cisco Collaboration Flex Knowledge Flex Plan for Spark Call) Plan OD; EULA Worker Education Calling Enterprise Cisco Unified Software Agreement Communications Manager On -Premises Calling I Cisco Webex Meetings Cloud Service Cisco Deployed Collaboration FedRAMP Collaboration Flex Knowledge Flex Plan Cisco Unified Cloud Service Plan OD; EULA Worker Enterprise Communications Agreementfor ? Manager Cloud for Public Sector Government Calling Cisco Collaboration Webex Meetings FedRAMP Cloud Service Flex Plan Enterprise Agreementfor Cisco Unified Cloud Service FedRAMP Communications Manager Cloud for Government Calling Cisco Unified Software Communications Manager On -Premises Calling _ WebexappFeclRAMP Cloud Service © 2022 Ciscoand/or its affiliates. All rights reserved. This document is Cisco Confidential Information. 9 Cisco Deployed Collaboration Flex Knowledge Plan OD; EULA Worker May 1, 2022 Cisco Confidential Cisco Webex Meetings Collaboration Fed RAMP Webex Suite for Webex App Fed RAMP FedRAMP Cisco Unified Communications Manager Cloud for Government Cisco Unified Cloud Service Cisco Collaboration Cloud Service Flex Plan OD: Cloud Service EULA Software 1II1.111, Cisco Deployed Knowledge ni Cisco Collaboration Cisco Meeting Server Cloud Service Cisco Deployed Enterprise Collaboration Knowledge Agreement Webex _ j Webex for Worker for Defense Cisco IL5 Hosted Unified Cloud Service Defense OD: Communications Manager EULA HCS-D C 2022 Ciscoand/or its affiliates. All rights reserved. This document is Cisco Confidential Information. May 1, 2022 1C Cisco Confidential I111.111. Cisco Supplemental Terms and Conditions for Collaboration Flex Plan Enrollment Applicable Meters The Meter for the Cisco Collaboration Flex Plan Enrollment is the number of Deployed Knowledge Workers. Your orders through an Approved Source must reflect accurate Knowledge Worker counts for You and your Participating Affiliates. Knowledge Worker count additions can be made through subsequent orders. "Deployed Knowledge Worker" meansa Knowledge Worker who has a profile configured within the Software or Cloud Service provisioning platform and associates that profile with a license as specified in the Offer Description i.e., the applicable desk phone, Jabber client, Webex app, mobile phone, video device, or personal computing device. You must assign each Knowledge Worker a cloud, on -premises, or hosted account to be treated as a single Deployed Knowledge Worker. A Knowledge Worker who is assigned more than one configuration (cloud, on - premises, or hosted) will be counted as multiple Deployed Knowledge Workers. Changing a Knowledge Worker's configurationto a new deployment model may result in an increased price, with any applicable fees being assessed at the time the new account is configured or subject to a True Forward as specified below. "Knowledge Worker" means an employee or contractor who utilizes devices capable of running the Software, Cloud Services, or related browser plug -ins as part of their job duties. If You purchase the Cisco Collaboration Flex Plan for Education Meetings Enterprise Agreement Suite, Your Students may Consume the Purchased Suite free of charge. "Student" means an individual who is currently enrolled or registered at Your institution for academic study on a full- or part-time basis. Employees, contractors, alumni, former students, prospective students, and students on an extended leave or indefinite absence are not considered Students. You will be required to provide a Student countwhen you place an orderthrough an Approved Source. Accessto Purchased Suites The Cisco Collaboration Flex Plan Enrollment does not utilize the EA Workspace. Subjectto Your payment of the applicable feesto the Approved Source, Cisco will grant You and all Participating Affiliates access to the Purchased Suites via automated integrated electronic delivery tools and email notification to the point of contact designated in the order. Purchasing Additional Suites During the Suite Term, You may purchase an additional Cisco Collaboration Flex Plan Suite by placing an order accordingto the processsetforth in Your purchasing agreementwith the Approved Source. Included Entitlements & Optionfor Add -on Purchases Some entitlements (e.g., Common Area, Device Registration, Webex Events) may be included in Your Enterprise Agreement at fixed quantities as either recurring or one-time allotments. Details of these included entitlements can be found in the respective data sheets. If additional quantitiesare needed forthose entitlements, purchase is required. The respective data sheets also describe optional add -on features and benefits that are not necessarily included in a particular entitlement but may be purchased separately (e.g., Speechview, Real -Time Translation). Term and Termination At the end of the Suite Term, the Purchased Suite will automatically renew (a "Renewal Suite Term") unless: (a) You elect on the order notto auto -renew; or (b) at least45 days before the end of then -current Suite Term, You notify the Approved Source of Your intention not to renew the Purchased Suite. The Approved Source must in turn notify Cisco within 30 Days of this intent. If the Growth Allowance has not been exceeded, the Purchased Suite will renewfor the Knowledge Workercount as previously ordered. If the Growth Allowance has been exceeded, © 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. May 1, 2022 17 Cisco Confidential I I I I. I I Cisco the Purchased Suite will renew the current plus incremental Deployed Knowledge Worker count forthe remainder of the Suite Term. Notwithstanding the foregoing, the Approved Source will notify You of any fee changes reasonably in advance of the Renewal Term. The new fees will apply for the upcoming Renewal Term unless You notifythe Approved Source that You do not accept the fee changes beforethe next Suite Start Date. Growth Allowance For Cisco Collaboration Flex Plan The Growth Allowance for the Cisco Collaboration Flex Plan Enrollment is 20%. During the Suite Term, You may Consume up to 120%of the Initial Entitlement without incurring any additional charges. The True Forward is calculated once You exceed the Growth Allowance. For clarity, if You exceed the Initial Entitlement but do not exceed the Growth Allowance, You will not incur any True Forwardcharges. For Cisco Collaboration Webex Suite The Growth Allowance forthe Cisco Collaboration WebexSuite is 15%. Duringthe Suite Term, You may Consume up to 115%of the Initial Entitlement without incurring anyadditional charges. The True Forward is calculated once You exceed the Growth Allowance. For clarity, if You exceed the Initial Entitlement but do not exceed the Growth Allowance, You will not incur any True Forward charges. Downturn for Cisco Collaboration Webex Suite "Downturn" applies to Cisco Collaboration Webex Suite including Cisco Webex Calling (A -FLEX -EA -SUITE) only and is not applicable to Webex Suite including On -Premises Unified Communications Manager Calling(A-FLEX-EA-P- SUITE) or Webex Suite for FedRAMP (A-FLEX-F-EA-MPL, A-FLEX-F-EA-MUL). "Downturn" is defined as an event such as a corporate divestiture, merger, acquisition, or significant restructuring or reorganization of your business that causes a reduction of your Knowledge Workers by 20%or more. After the first 12 months of theSuiteTerm, upon proof of an applicable event, You havethe abilityto reduce Your Knowledge Workerquantity for the Cisco Collaboration Webex Suite Enrollment by upto 20%of Your then -current Entitlement, if such reduction is: a) attributed to Downturn; and, b) does not cause Your Knowledge Worker quantity to fall below the minimum requirement of 250 Knowledge Workers. You may request only one Downturn reductionfortheCollaboration Webex Suite during the Suite Term. If You reduce Your Knowledge Worker quantity for the Cisco Collaboration Webex Suite due to Downturn, You may be required to provide Cisco with a revised order. No refunds or cred its will be provided for any services that have been delivered and/or invoiced. Collab Flex True Forward Provision a. This is a supplemental provision describing the True Forward operation for Collaboration Flex Plan Enrollment only. In the event of an inconsistency, conflict, or ambiguity between the EA Program Term True Forward provision (Section 6) and this provision, the order of precedence is firstthis provision within the Enrollment Description, and then the EA Program Terms True Forward provision. b. Cisco performs a True Forward for the Purchased Suites on each anniversary of the True Forward Effective Date. The "True Forward Effective Date" is date on which you first enroll in Program Terms with a True Forward provision. On the last day of the 1111 lifecycle month, if You have exceeded the Initial Entitlement plus Growth Allowance, the Approved Source will charge You for the Consumption above the Initial Entitlement plus Growth Allowance through the remainderof the Suite Term. 0 n eachsubsequent last day of the 1111 lifecycle month of the Suite Term, the Approved Source will check for any Consumption above the previous year's Entitlement plus Growth Allowance and charge for additional consumption on the True Forward Anniversary Date and throughthe remainderof the Suite Term. c. True Forwards can also occur if the peak number of Deployed Knowledge Workers exceeds five times (5x) Your then -current EA Entitlement plus Growth Allowance at any time. In this case, the Entitlement is subject to an immediate reset such that itwould charge You forthe Consumption above the Entitlement plus Growth C 2C22Ciscoand/oritsaffiliates.Alinghtsreserved This documentisCisco Confide ntialInformation. May 1, 2022 12 Cisco Confidential I I I. I I Cisco Allowance through the remainder of the Term. d. Your True Forward payment obligation for each Purchased Suite will be calculated by comparing Your Consumption of Software and Cloud Services to Your Entitlement plus Growth Allowance for the previous year. Any payment owed to the Approved Source will be determined as follows and reflected in the True Forward order: the unit price less any applicable discount or incentives multiplied by the quantity by which You exceeded Your then -current Entitlement. The price used to calculate any True Forward fees will be established when You placethe orderfor each Purchased Suite. e. If the Entitlement plus any applicable Growth Allowance is exceeded in the final year of the Suite Term as measured on the last day of the 11' lifecycle month, Cisco may charge a fee. Support Services The basic Support Services are set forth in the applicable Offer Description. © 2022 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. May 1, 2022 12