Resolution No. 2010-042r, f
RESOLUTION NO. 2010-42
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXPENDITURE.
OF 2008 STATE HOMELAND SECURITY GRANT FUNDS AND
ASSET FORFEITURE FUNDS FOR THE PURCHASE OF A
COMPUTER SERVER AND RELATED SOFTWARE FOR THE
POLICE DEPARTMENT'S AUTOMATIC LICENSE PLATE
READER SYSTEMS
WHEREAS, on August 31, 2009, the City Council of the City of
Vernon adopted Resolution No. 10,059 approving participation in the
2008 State Homeland Security Grant Program ("2008 SHSGP") under which
the Vernon Police Department (the "Department") was allocated the
amount of $7,979.00 for the purchase of an Automatic License Plate
Reader Server; and
WHEREAS, the Vernon Police Department desires to purchase a
computer server ("Server") and related software ("Software")
(collectively the "Equipment") for the Department's Automatic License
Plate Reader Systems ("ALPR")• and
WHEREAS, both Hewlett-Packard Company ("Hewlett-Packard")
and Insight Public Sector, Inc. ("Insight") have contracts with the
State of California that may be utilized by local governments to
purchase computer products pursuant to the terms of the respective
contracts through the issuance of a purchase order (respectively, the
"Hewlett-Packard Contract" and the "Insight Contract") and
WHEREAS, by memo dated March 16, 2010, the Director of
Business Services recommended that the Server be purchased from
Hewlett-Packard at a cost of $13,876.81, excluding freight charges,
and that the Software be purchased from Insight, for the approximate
cost of $2,402.32, for a total approximate expenditure of $16,279.13;
and
WHEREAS, by memo dated March 16, 2010, the Director of
Business Services recommended that $7,979.00 from the 2008 SHSGP be
applied to the cost of the Server, and that the remaining balance be
paid for with funds from the Police Department's Asset Forfeiture
account; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsections. (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to issue purchase orders to Hewlett-Packard and Insight for
the purchase of the Equipment pursuant to the terms of their
respective contracts with the State of California.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the expenditure of $16,279.13 plus freight to purchase the
Equipment. 2008 SHSGP funds in the amount of $7,979.00 shall be
applied to the cost of the Server, and the remaining balance shall be
paid from the Police Department's Asset Forfeiture account.
SECTION 3: The City Council of the City of Vernon hereby
approves and authorizes the City's participation in the Hewlett-
Packard Contract, a copy of which is attached hereto as Exhibit A.
SECTION 4 The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to purchase the
Server from Hewlett-Packard, in accordance with the Hewlett-Packard
-2-
Contract, and to issue a purchase order to Hewlett-Packard pursuant to
the Hewlett-Packard Contract.
SECTION 5: The City Council of the City of Vernon hereby
approves and authorizes the City's participation in the Insight
Contract, a copy of which is attached hereto as Exhibit B.
SECTION 6: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to purchase the
Software from Insight, in accordance with the Insight Contract, and to
issue a purchase order to Insight pursuant to the Insight Contract.
SECTION 7: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 8: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 22nd day of March, 2010.
AT T ST:
Willard G. t
u City Clerk
Name: Hilario Gonzales
Title: Mayor /IU�
-3-
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2010-42, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Monday, March 22, 2010, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this d; day of March, 2010, at Vernon, California.
Wi lard G. Y m guco, City Clerk
(SEAL)
EXHIBIT A
CALWORNIA PARTIC
WESTERN STATES CONTR
:OMPUTER EQUiPMEN SOFTW
1, Scope;
,or cc
systr
subs
cons
nt Softw afei Pedp,horals and
A subdivislon/local
.r local governmental, body
.rsity cf'California (UC)
blic funds. Each political
the WSCA program is
Z. • 'Leasing
Funding to purchase or lease, products available under this contract may be available to Stafa
agencies via the GS $Mart (purchases) or I-6ase $Mart progr�arh. For small dollar transactions where GS
Mart or Luse $Mart isn't available, local agencies are able to take advantage of leasing options in the
original (Minnesota) contract,
3. Changes:
Changes to the terms and conditions of the signed Master Price.A'reement and Participating
Addendum are as follows:
a. Orders and payment may be handled by`ona of HP`s authorized Resellers as approved by
HP. All other agency orders and payments are to be handled by HP directly unless otheru 16
manually, agreed by HP and fhe Participating Entity as allowed in this section of the
Participating Addendum:
b. The California General Prov"rsions:(CAGP) Revision St►i 0(GSPD401IT based on
.April 12' 200 standard, for Western, States Contracting Alliance (WSCA}Computer
Equipment, SiAwwe, Pehoher is and Related ervicos as attached become a part of this
Participating Addendum:
e, The California General Provisions, (CAGE') shall prevali If there is a conflict between the terms
and conditions of the contractors WSCA State of Minnesota, Master Price Agreer-rrent,,
packaging, invoices, catalogs, brochures and technical data sheets.
d. The State of Califorr is will retain the samo contract number,as the.State of Mirinesiotra;
Master Price Agreement number, W2716 .
Revised 8/28/08 Pagel of
CALIFORNIA
WESTERN STATES
C0MPUTER E U'I M9NT
e. State of Minnesota, Master Price,Agroement cover page; is hereby modified as follows,.
"Origlnal Award Datel'changed to "Effective Date 9l11 009".
f, delivery:
As negotiated between agency and contractor and included in the purchase order, or as:
otherwise stipulated in the_ contract:
g. DGS`Termination of Contract:
h; Reports & Administrative Fee;`
Contractor shall submit quarterly, reports to th
California purchases providing the following
Agency Name
WSCA Contract Number
Purchase'brder'Number
Purchase. Order late
WSCA Administrative Fee Dollar Amount
Agency Contact"Name
Agency Address
Taal invoice Amount,
Total Dollars. for the! quartz r
The -Contractor shall submit a check, in addition to the report, payable to the: State of
California, Contract Administrator for the calculated administrative feo for an amount equal to
one percent 0.01) of the sales for the quert rly period. This fee shall be in luded_as an
adjustment to contractors WSCA pricing and not` invoiced or charged to the purchasing entity:
Payment of the ad"nistrati`ve fee'by Contractor due irrespective ofstatus of' payrnents
on orders from users to Contractor.
A report is due even when there is no activity. Any" report that does not, follow the required
format or that excludes informationwill be deemed incomplete, Fallure to subrhit reports and
fees on a timely, basis shall; constitute grounds for suspension of this agreement. Rsports
and fee delivery, will be in accordance with the fallowing schedule;
Calendar Cuartor 1 (JUL 1 to, SEP 30)' Due OCT 31'
Calendar Quarter 2 (:OCT 1 to, DEC 31) Due JAN 31`
Calendar Quarter 3 (JAN 1 'to MAID 31) Due APR 30
Calendar Quarter 4, (APR 1 to JUN-30) Due JUL 31.
The administrative fee check and report should be submitted to the following address,
Cynthia akoroike
Department of General Services
Procurement Division
Multiple Award Program;- WSCA
Revised W8108 Page 2 of 4
707 Third Street, 2nd Floor, MS # 202, West Sacramento, CA 056054811
The primary state govern'rnent contact for this Parttoipati' g, Addendum is as follows;
Clepartmentof General Services Procurement Division'
Multiple Award Program - WSCA
707 Third Street, 2nd door, MS. 202
West Sacramento, CA 95606
Contact:: Cynthia Okorolke
E= mail: cvnthia.okorotket_dds.ca.cov
Phone: (916) 375-4389
Pax: (916) 375-4663
j The primary Hewlett Packard CUSTOMER centactfor this Participating Addendum is as
follows:
Hewlett Packard'
Address;- 442 Swan ,Blvd
Deerfield, IL 6001i5
Contact: Debra Lee
-Mail: QgbLaJeecoacom
Phone: 847/; 37;03, 4
Fax: 84 /5,72-1336
k. PriceAgreementNumber:
The Master Brice Agreement number for the Participating S€ate is BM64: The tester Prie
Agreement Number MUST` be shown on all Purchase Orders issued against this Master Prie
Agreement:
This Addendum and the Price, Agreement together with its exhibits and/or amendments, set
addition to the terms and conditions of this Addendum and the f
with its exhibits and/or amendments, shall not be added to or in
Addendum or the Price Agreement and lts.exhibits and/or amen
purchase ordeFor otherwise, and any such attempts to add or it
conditions are hereby rejected. The terms and conditions of thl
Agreement acid its exhibits ;and/or;amendments sh6l{ prevall anc
such lnconslslent or additional terms
contrary or in
nt, together
this
iy subsequent
h terms and
nd tte price
Revised 6128106 Page 3 of 4
CALIFORNIA PARTICIPATING ADDENDUM
VVEST RN ;STATES CONTRACT'INIG ALL IANC (ItVSCA)
EMP14..RAt- A lD LFz
m, Effective Dates.
By Signing below I ictlei Packard agrees to offer the same irccft'1t€�r� Carrie as on the Sfiat it
Minnesota 716/1' at prices equal to or lower than the prices on this contract:
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of
execution by bath rues bew. ICES
both
�"O � AL SERVICES
-State of California:
By: - Z By: �`` t•-�
r
Name,` Jim Butler Names
Title: Deputy Director
Date: a / Le [late. ! T/ �C
f
Revised S/2B/(1 Page 4 of 4
GSPO-401 IT
WESTERN STATES CONTRACTING ALLIANCE (W C )
COMPUTER EQUIPMENT, SOFTWARE, PER I ?H RA AL$ AND �TED ' VICE (2009-2014°
GENERAL PROVISION
1. DEFINITIONS; Unless otherwise specified In the Statement of Wofkaha_
printed materials:- necessary or useful to, the State in its
fallowing terms shad be given the, meaning shown; unless; context;
or
maintenance of the Equipment; or Software provil
requires otherwise.
hereunder. Manuals and other printed materials custom
for the state hereunder constitute :Documentation :only
"Acceptance Tests" means those tests performed during
the extent that such materials are described`in or requi
the Performance Period which are intended to determine
by the Statement "of 'Work.
compli4rice of Equipment and Software with the
"Equipment" is an 'ail-inctusive term which refers either
specifications and all other Attachments incorporated herein
individual Machines or to, a complete Data Procesw
by reference and to determine the reliability 'of the
System or 'subsystem; Including its Hardware and Operal
Equipment.
software (if ahyj,
"Application grogram" means a computer program which
"Equipment Failure" is a malfunction in the Equipm(
is intended to beexecuted for the purpose of performing
excluding all external factors, which ' -prevents
useful work for the user of the Information being processed.
accomplishment
of the Equipment's Intended function(s)'.
Application programs: are developed_ or otherwise, acquired
microcode
or .Operating Software residing Ir the Equipm
by the user of the Hardware/Software system, but they may
is necessary for the ;proper operation of the Equipment
be supplied :by the Contractor.
failure of such microcode or C3oeratina Software wl•
anical, electrical, or electronic.
7tractor-supplled Machine or
kfactured by other than the
'er, that is not connected by
entity" means any, individual
stock company, consortium, or other 'pilvaie legal' entlty
recognized by statute.
"buyer°' means the State's authorized. contracting official.
"Commercial Software" means Software developed or
regularly used that; (i) has been sold, teased. orlicensed to this
general public: (ii) has been offered for sale, lease, or license to
the general public; (1I1), has not been offered, sold, leased, or
licensed to the public but will be available for commercial safe,
lease, or license in time to satisfy the delivery requirements of
this Contract: or (iv) -satisfies a criterion expressed in (I), (I!), or
(III) above and would require only minor modifications to meet the
requirements of this Contract.
"Contract" means this Contract or agreement (including;
any purchase' order), by whatever name known or in,
whatever format used.
"Custom Softvare means' Software that does not meet
the definition of Commerolal Software.
"Contractor" means means the Business Entity with whom the;
State, enters into this Contract. Contractor shall be
synonymous with "supplier", "vendor" or other similar' term.
"Data Processing Subsystem" means a complement of
iu vpwiaung -jorrware, hr any, wnrcn are acqulrea to
)erate as an integrated group, and which are
terconnected entirely. by Contractor -supplied power and/or
gnat cables; e.g., direct access controller and drives, a
uster of terminals with their` controller, etc,
)ate Processing System (System)" nieans the total
implement of .Contractor -furnished Machines,, including one
.more central processors (or instruction processors) and
perafing Software. which are acquired to operate as an
(e.g, reports) to be delivered pursuant to this Contract,
including any .such iterris furnished incident, to, the provision
of services,
Designated CPU(s)" means for each product; if applicable,,
the central processing unit of the computers or the server
unit,-. including any associated peripheral. units. If 'no-
specific "Designated CPU(s)" are specified or the Contract,
the t�tM Shall mean any and all CPUs located at the site,
specified therein;
"Documentation" means nonproprietary manuals and other
Revision 8110/2009 (GSAD-401I IT baser( on April 1 , 2007)
a
hT 91 VYOFK vy wn1Gn tne, bialt' must nave the
and available for Equipment delivery
means all types of tangible personal props
but not- .limited` to materials, supplies, i
hit (including computer and telecommunicati(
nt);
re" usually refers to computer Equipment and
d with software. See also Equipment.
tion Date' means the date specified In
it of 'Work by which' the Contractor' must have
Equipment ready (certified) for use by the State.
tfdn Technology" Includes, but is not limited
onic technology systems and services, automa
)n handling, System design and analyh
storage and retrieval, telecommunications which inCiC
voice, video, and data communications, requisite Sys[
controls, sfmrilation, electronic commerce,, and all relal
interactions between people and Machines.
"Machine" mans an individual unit of a Data Process:
System or subsystem, separately 'identified by; a_ type and
model number, comprised of but not limited to mechanic
electro-mechanical; and electronic , parts, microcode, a
special, features installed thereon and including �
necessary Software, e.g„ central processing unit, memi
module, tape unit, card reader, etc.
"Machine Alteration" means any change to a Contract
supplted Machine which is riot made by the' Contractor, a
which results in the Machine deviating from its physic
mechanical, electrical, or, electronic; (including miorpco<
design, whether or :riot additional devices or, parts -r
employed In making .sudh change,:
"Mainternance Diagnostic Routines means the Alagnos
programs, customarily` used b.y the Contractor to ti
rignrs acquwreo, specifically to
din.
rtafl.ka.. MAT C:i1� m.
average expected
or comp6he t a
i, that reside in, I
.Equipment to perfo!
interface the operate
QSPD-401 IT
Em
other Contractor -supplied programs, and user programs to,
the Equipment.
"Operational Use Time" means for performance
measurement purposes, that time during which .Equiprrtent is
in actual operation by the State, For tnairntenance
Operational Use Time purposes, that time during which;
Equipment is in actual operation and is not synonymous
with power on time.
"Performance Testing Period" means, a period of time
during which the State, by appropriate tests and production
runs, evaluates the performance. of newly installed`
Equipment and Software prior to its aoceptahce by the
State.
"Period of Maintenance Coverage„ means .the period. of
time, as selected ,by the' State, during which rnaint6nance
services are provided by the, Contractor fora fixed,monthly
charge, as opposed' to an hourly Charge for services
rendered. The Period of Maintenance Coverage consists of
the Principal Period of Maintenance and any ociditioijal
hours of coverage per day, :and/or increased coverage for
"Preventive Maintenance" means that maintenanoe
performed on a scheduled psis by the Contractor; which is
designed to keep the Equipment in proper operating
Condition:
'!Principal Period of Maintenance" means any nine
consecutive hours per day (usually between the hours of
7:00 a.m. and 6:017 p.m.), as selected by the; State,
including are :official -meal period not 'to exceed one hour,
Monday through Friday, excluding holidays observed at the -
installation.
"Programming Aids" rneans Contractor -supplied programs
and routines: executable an the Contractor"s Equipment
which assists a programmer in the development of
applications, including language: processors, sorts,
communications modules, data base management systems,
and utility routines, (tape -to -disk routines., disk=to-print
routines, etc.).
"Program Product"' means programs, routines, subrttutInes,
,
and related items which are proprietary to the Contractor
and which are licensed to the State for its use, usually on
the basis of separately stated charges .and appropriate
contractual provisions:
"Remedial Maintenance" means that maintenance
performed as required, l,e., on an unsch`
"Site License" tneans for each. prodi
License" shall' mean the license establist
licahle license fees as set, forth in the
in alkinclusjVe term which + refers to any
routines, or subroutines supplied by the:
it (including 'its Operating, Software) mt
of operating properly. For Operating
'State" means the government of the State'; of California,
its amployees; and authorized representatives, including':
Without limitation any department, agency, or other unit of
the gc veroment of the State of .California.
„system" nneans the comptete collection of Hardware,,
software and services as described in this Contract,
integrated and functioning together, ,and performing in
Revision 8/1612009 (GS100 4011T based on April 12, 2067}
accordance with this Contract,
"U.S. Intellectual Property Righ#s" means intellectual;propt
rights: enforceable in `the United States,' of- America, inciud
Without, limitation rights .in trade secrets, copyrights,, and t
patents,,
:. CONTRACT FORMATION:
a) If this Contract results from a sealed bid offered in response ti
solicitation conducted pursuant to Chapters 2 (commencingsv
Section 1t129t1), 3 (commehr. ng with Section 12100), and
from,6 siolicitation other thin descrit:
Contractor's quotation or proposal
I this Contract document Is the Stat
I from a joint bid, it shall be deemed c
purchases among joint Contractors.
3. COMPLETE INTEGRATION. This Contract, including any ,docume.
incorporated herein by express reference is intended to be
complete integration. and there 'are no prior or contemporanec
different or additional agreements. pertaining to the subject matter
the Contract
4. SEVERABILITY: The Contractor and the State.. agree that if a
provision of this Contract is found to be Illegal; or unenforceable, su
torm or provision, shall, be deemed stricken and the remainder'oft
Contract shall remain in full force and effect, Either party havi
knowledge of such term or provision shall promptly inform the other
the presumed non•applicabiltty of such provision.
6. IN[JEPERDENT . CONTRACTOR: Contractor and the agents a
employees of Contractor, In the p&Mrmance.of'this Contract, shall i
in an independent capacity and not as officers orempioyees or, aget
of the State;
6. AP I PLIC,ABLE LAW. This Contract shall be governed by a1ld shall
interpreted in 'accordance Lmth the laws of the State of Celiforn
venue of any action brought with regard to this Contract shall be
Sacramento 1.County„ S,acratnenko, California. The United Nptio
Convention on contracts for the International Sale of"boods shall r
apply to this Contracts
7, COMPLIANCE WITH STATUTES AND REGULATIONS,
a[
and
the; d
United States and t
indemnify the Sty
ability by reason : of ti
of any such claim
,.of within <a reasonat
of- the defense of a
Ui itTe 01atp IS UiilU#,Wi
lay participate in such acu,
pool 'to attorneys' fees a
GSPO-4011T
costs abut not liability); (11) the, State wit) have the _right is
approve or disapprove any settlement. or Compromise; which
approval will not unreasonably be withheld or delayed, .and
(Ili) the, State will reasonably cooperate' 'in the defense and
in any rotated settlement negotiations,
d) If this Contract is in excess of $u500,060; it is subject to
the requirements. of 'the World Trade Organization (WTQ)
OoVernment ,,PrOCureflipnt ,Agreeme(it (GPA),.
e) To the extent that this contract falls within the scope of
Government Code Section 11135, Contractor' hereby ,agrees
to respond ;to and `resolve any complaint brought to its
attention, regarding accessibility of its products or services;
8. CONTRACTORj$ POWER AND AUTHORITY: The Contractor
warrants that it has full }cower and authority to grant the rights herein
The State will notify, Contractor of any such claim In writing
and tender, the defense thereof within a reasonable time;
and
Contractor will have sale control of the defense of any
action on such claim' and all negotiations for Its settlement
or compromise, provided that (1) when substantial pr"niciples
of government or public ,law 'are involved, when litigation
might create precedent affecting future State operations or
liability, or when involvement of the. State is otherwise
mandated by ,law, the State May participate in such action
at its own expense with respect to attorneys' fees and
costs (but not liability); (ti) the State< wilt have the right to
approve or disapprove any settiement or compromise, which
approval Will not unreasonably be., withheld or delayed;. and
(III) the State; wilt reasonably cooperate in the defense_ and"
in any rotated settlement ne'ootiatfons.
9. ASSIGNMENT: This Contractshall not be assignable by the Cottitractor
in whole ;or In part without the written consent of the=:State. For the
purpose of this paragraph, State will not unreasonably -prohibit
Contractor 'from freely as0p6ing its; right to, payment, provided that;
Contractor remains responsible for its obligations hereunder;
10, WAIVEt2 0F'RIGHTS: Any action or inaction st y the State or the:failure
of the State; on_any;occasion, to enforce any i'ight or provision of,the
Contract, shall not " be pon; trued to' bo, a waiver by =the State of its
rights hereunder and shall not prevent the State from enforcing, such>
provision or rlght.on any, future occasion. The rights and rernedles of
the State herein are cumulative;and are in addillon to any other rights
or remedies that the :State may have at law or in equity,;
11. ORDER OF PRECEDENCE: in the event of any inconsistency between'
this Contract, the following order of precedence shall apply:
a) these General Provisions — Information Technology (In the
instances pr0.u(aed herein where the paragraph begins. 'Unless
General Provisions)
b) contract faun, Le;, Nrchos"e Ot4or 5TO 05, Stondard Agreement
STD 21(3, etc., and any amendments thereto;
0 iinfortn0on technology special provisions; -
d) statement of wort(, including any specifications incorporated by
Msion 611012,0e9.(GSPD-4011T:based on April 12, 1607)
reference herein; and
e) all other, attachments incorporated'in the contract by reference.
12, PACKING AND SHIPMENT,
a) All Goods are to be paclted'in suitable containers for prdtecflor
shipment and storage, and -'in accordance with applica
specifications. Each container ,of a multiple container shiprni
shall be identified to:
t) show the number of the container and the total number
containers In the shipment;' and
li) the number of, the cantainor in which, the packing sheet, f
been enclosed,
b) A
13,
u.,
st, inctt
tber; ti
nber a
15. SUBSTITUTIONS: St bstitutton of' Ge4 verables may not be tenders
without advance written consent of the Buyer. Contractor shall r
userany spaciftcation',1h I(eu of those 'containbd<In the Cantreot with::
written consent of the Buyer:
16., IN5PECTION, ACCEPTANCE AND REJECTION, )0090
otherwls spacitied in the Statement of Work:
a) Contractor' and its s>rk7Contractors will provide- a.
Main tain a quality assurance system acceptable to the °:$te
covering Deliverables and services under this° Contract a
Page 3 of 111
GSPD-40,1 iT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, OF ARE, EP1PHF_kAL AND RELATED SE 1- ICES i t�(�1 -2014
GENERAL PROVISIONS
will tender to the State only those Deliverables that have
-.to
code', or any similar malicious mechanism designed
been Inspected and found conform to IN& Contract's
intorfeTe with the Intended operation of,, or cause d'arria
requirements. Contractor will keep records evidencing
to, computers; data, or Software);. and (II) w111 not ilfrr
Inspections :and their result, and will 'make, these records
or violate any U.S Intellectual Property. Might. With.
available to the State during Contract performance.' end' for
limiting the pnerality' If the foregoing; it the 'State belie
three years after final payment. Contractor shall permit the
that harmful code m,ay be present in ,any Corrtmer
State° to review procedures, practices, processes, and
Software delivered hereunder, Contractor' will, upon
related documents to determine the" acceptability of
state's request. provide a master copy 'Of' the Software
Contractor's _quality assurance System or other similar
comparison :and correction.
business practices related to performance of' the Contract,
Unless otherwise speotfieti. in the Statement of Wotk:
b) All Deliverabtes may be 'subject to inspection and •test
(1) Contractor does not warrant" that :any :Soffw,
by the State or its "authorized representatives;
provided` hereunder "is error -free or that It will ,'l
c)"Contractor and its subcontractors shall provide all reasonable
without immaterial; interruption.
facilities for the safety and convenience of"Inspectors at no
(ill Controtor does not warrant and will have
•additional cost to the State, Contractor shall furnish to inspectors
responsibility for a claim' to .the extent that it 'ari«
all information and data as :may be reasonably required to
directly from (A) a modification made by the, Ste
perform their inspection.
unless, such modification is approved or directed
d) All'TDeliverables may, be subject to final inspection, test and
C�chtraotor, (f) use of Software in "combination with
acceptance by the 'State at destination, notwithstanding any
on products ,other than as" specified by 'contractor,
payment or inspection at source.
(C) misuse by the State
e) The State shall give written notice of rejection of Deliverables
(lit) Where Contractor resells Hardware or Software
delivered or services performed hereunder within a reasonable
purchased from a third `party, and such third pa
time after recelpt of such Deliverabfes. or performance" of such
offers additional or more :advantage'ous warranties" th
services. Such notice of rejection will state the respects irl_which.
those set: forth hereln, Contractor will pass through a
the Deliverables dog not substantially conform to their
such . warranties to the, State and' will reasonai
specifications. If the Slate does not `provide•suc"h notice of
cooperate, in enforcing them. Such warranty, pa;
rejection within thirty (3t9}:.days lit delivery, such Deliverables and
through will be supplemental to, and not relie
services will"be deemed to have been accepted, Acceptance" by
Gontractor "from,; Contractor's warranty obligations
the State',will" be final and Irreversit?le except as it relates to
"gross
forth above.
latent defects; fraud, and mistakes 11amounting to fraud.
All warranties: including special warranties slabciei
Acceptance shall not be construed to waive any.'vrarranty rights'
elsewhere tterelit•, shall inure to the Mate:," its successo
that the State might have at, law `o(by express reservation In thisl
assigns, customer 'agencies, And govommontal users of t
Contract"wlth respect to any nonconformity.
DollverabfEis or services.
e) ,Except as may be �spvcifical,iy provided in the Statonrei
of Work or elsowhero in .this Contract,; for Any breath of
'this
17. SAMPLES
the warranties provided' in Section, the State's exclusf
a) .Samples of items: may be required by the State for inspection" and
remedy -and Contractors sole obligation will be limited to;
speciication'testing and must ha furnished free of expense to the
(i) re-perforrisance, repair, or replacement of, t
State., The samples furnished must be identical in all respects to
nonconforming [Deliverable (including wltht
the products bier andlor specified, n the Contract,
limitation an infringing Deliverable) or -service;: or
b) Samples;, if not destroyed by tests, may, upon request made at the
(il) should the State in its ,sole discretion conse:
time the sample is furnished, be returned at. Contractors
rotund of all: amounts "paid by, the State for 't
expense,
nonconforming Deliverable or` service- and payme
to time. State of any additional amounts necessG
18. WARRANTY,
to equal" the State's Cost "to Cover. "Cost
a) Unless otherw{se specified in the Statement of work, the
Cover" means the cost, properly. millgat4d,
warranties in this subsection a) begin upon delivery of the
procuring Deliverables or services of equivale
good"s or Services In question and: "end one (1) year
capability, function, and performance. Ti
thereafter. Contractor warrants that (I) Dellverabim and
payment obligation in subsection (e)(ii) above v
services furnished hereunder will substantially conform, to
not exceed the limits on, Contractor's liability s
the requirements 61"Ji is Contract (including without Iirriliation
forth in the Section entitled "Limitation .of Liability
all descriptions, specifications, °and -drawings identified in the
f) EXCEPT FOR' THE EXPRESS WARRANTIES SPECIFIC
statement of Work), and (!I) the Deliverables will b`e-=free'
iN THIS SECTION, CONTRACT6R FAKES h
from material defects h materials and workmanship, Where
WARRANTIES EITHER 'EXI, RESS OR IMPLII
the parties have agreed to design specifications (such as a
INCLUt ING" VHITHOt1T LIMITAT16N ANY . IN1Pl:i
Detailed" Design Document)and incorporated the same' or
W, RRANTl1 S .t7F" MERCHANTABILITY CAR FITNESS FC
equivalent in the Statement of 'Work directly or by:
A PARTICULAR PURPOSE,
reference, "Contractor ; will, warrant that Its: Deliverables
Provide all materialfunctionality required thereby In
"
addition to "the< other warranties set forth herein, "where the
19, SAFETY AND ACCIDENT PREVENTION: In:perform ing "work and
contract calls for delivery of Coftlill0cial software;
this : Contract on State premises, Contractor shall conform to, ai
Contractor "warrants that soon Software will ,perform in
specific safety,requirements• contained In "rho contract or" as: rd6uirt
accordance with its license and accompanying'
bylaw or reguletion, ;Contractor shall take any,edditiopsl precaution
Documentation. The Status approval of designs or
as the State may roasonably require for safety. and accide
specifications furnished, by Contractor- shall not relieve the
prevention purposes; Any violation of -such rules and"-requiremer l
Contractor of its obligations .under this warranty..
unless .promptly .corrected, shall be grounds for termination of If
Contractor warrants that beiiverableS furnished hereunder (),
Con tract.in accordance with tine default provisions hereof.
Will be free, At the time of _delivery, of harmful code (i.e,
computer viruses, wormm. trap" doors, time bombs, disabling'
ix. iNSURANCE- Wh"§� performing work on property In the l re, M to
Re,vrs on $4101200s ( st ta•4U1tr bosed dn April 1ZS 2007)
Page 4 of 11
GSPD-401IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIP E AL AND RELATED SERVICES (2009-2014
GENERAL PROVISIONS
or control of the State, Contractor shall maintain,all commercial
termination settlement proposals under terminal
general liablilty insurance, workers' compensation insurance and `any
subcontracts that ere properly chargoblo to t
other insurance the State deems appropriate under the Contract.
terminated portion of the Contract; and
Contractor shall fumish an insurance certi icata evidencing required
C) Reasonable storage, transportatic
insurance', coverage 'accepteble� to tilts State, Upon request `by ttie`
der rtbil#za6 ' 'unan ortlzed overhead and cap!
Buyer, the Contractor may be required to have the State shown'as an
costs, and other costs reasonably incurred by t
"additional insured" on selected policies,
Contractor in winding down and termfnatIl
wvrk,=
21.TEfiMINATtC�N FOR -NOItt-A#�pROpRfATtOiq OF FUINDS:
The Contractor will use generally accepted �acpounti
a) If the term of this Contract eklends Into fiscal years subsequent to
principles, or-aec0unItin principles otherwise '-agreed :to
that in which, if is approved, such_ continuation of the Contract is
writing by .the parties, and sound business practices
contingent on the appropriation of funds for such purpose by the
dotermining all costs claimed, agreed t0, or defermfh
Legislature. If funds ta_ effect such continued payment are not
appropriated, Contractor agrees to 'tape back any affected
under this clause.
ieliverables furnished under this Contract, terminate any
services supplied to .the State under this Contract, arid, 'relieve,
23. iEstMINATIO FOR DEFAULT.,
the State of any -further obligation therefore.
a) The State may, subject to the clause titled "For
b) STATE AGREES THAT IF PARAGRAPH a) ABOVE IS INVOKED,
Majeure" and to sub -section d) below bj1 written notice
DELIVERABLES SHALL BE RETURNED TO' THE
default to the Contractor, terminate} this Contract In whc
CONTRACTOR IN SUI3$TAfNTIALLY THE SAME CONDITION
or in part If the Contractor fails- to:
IN WHICH DELIVERED. TO THE STATE, SUBJECT TO
I) Deliver the bliverables or perform the servic
NORMAL WEAK AND YEAR. STATE FURTHER AGREES TO
within the time specified in the Contract or a
PAY FOR, PACKING, CRATING, TRANSPORTATION TO
amendment thereto,
CONTRACTOR'S NEAREST FACILITY AND FOR
ii) Make, progress, sir that the lack of prd'gre
REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES
enonl;larsl performance of this. Contract; of
INCURRED} FOR THEIR ASSISTANCE IN St1CH PACKING
III) perfomi any of the other provisions of this Contra;
AND CRATING,
b) The States right to terminate this Contract under su
section a) above, May be exercised if the failure constltutl
22. TERMINATION FOR THE G NVENIENCE OF THE STATE:
a material breach of this Contract and if the Contract
a) The State may terminate, performance of work under this
does not cure such failure within the time frame .stated
Contract for its .convenience in whole or, from time to time,
the State's cure notice, which' in no event will be less thi
in part, if the Department of General Services, Deputy
fifteen (15) days, unless the Statement of Work calls for
Director Procurement Division;. or designee, determines that
shorter period,
a termination is in the State's interest. The Department of
c) If the State terminates this Contract in' whole or in pr
General Services, Deputy Director, Procurement DlvIslon, or
pursuant to this ISe;tion, it may acquire, under terms ai
designee, shall terminate by deliver€ng to the Contractor a
in the mariner the Buyer considers appropriate; bellverabli
Notice of Termination specifying the extent :of, termination
or services similar to, those terminated, and the Contract
and the effective date= thereof)
will be liable to'.the State for any, oxcess costs for _thoi
b) After receipt of a. 'Notice of Termination, and except as
Defiverables and,, services, including without Ilrnitation cos
directed by the State, the Contractor shall Immediately
third party vendors charge for Manufacturing Materials (b
proceed with the :following: obligations, as applteabte
subject to: the, clause entitled "Limitation of Liability
regardless of any delay in, determining or :adjusting_ any
However, the Contractor shall continue the work' `n
amounts due under this clause. The ;Contrgtor`"shall;
terrrlindted
(i) $top work as specified 'in the .Notice -of Termination'.
d) if the Cbntraot iv terminated` for .default, the State may
(il) Place no further subcontracts _for materials, services.
require, the Contractor to, transfer title, or, in the case of
or facilities, except as necessary to complefe the
lid6died Software, I nee, -and ;deliv+sr to.ttie� Slat€, as;
continuing portion ;of theContract
directed by the: Buyer;- any:
(III) Terminate: all subcontracts to. the. extent they relate. to
(i) completed
the, work terminated,
,bellxerables
(it) partially camplated� boliverables; and,
(iv) Settle all outstanding liabilities and termination
to -provisions of stib-section e) kefot
settlement' proposals arising from the termination of
Manufacturing
Manufacturing Materials related to the terminatf
subcontracsi--
portion of this Contract Nothing in this sub -section
Unless otherwise -set forth In the Statement of Work, 1f the
will be construed to grant the State rights
Contractor and the'State fall to agree on the amount, to be
Deliverables that it would not have received had th
paid because of the termination for convenience, the State
Contract• been fully performed. Upon direction of ff
will pay the Contractor the following amounts, provided that
Buyer, the Contractor shall also protect : and presen
in no event will[ total payments exceed the amount payable
property in 'its possessloh to which the State teas 'E
to.the Contractor if the Contract had been fully performed,
interest,.
The Contract price for Defiverabkes or services
a) The State shall pay, Contract price; for complete
accepted by the State and notpreviously pair? for,
Deliverables delivered and accepted. URIess, the -,StatpMe`
sdjust,ed for apy swings on freight and baler charges;"
of Work calls for different procedures or, requires no -chary
and
delivery of Mat; rials, the Contractor and Buyer shall attem,
The total of:
to agree on the amount of payment for 'Manufacturir
A) The reasonable costs incurred in the
Materials and other materials delivered and accepted by 0
performance of the work termiitefed, including
Stelae for the protection Arid preservation `of tt
inifiai' costs and preppratory oxpe noes allocable;
prape rty;provided that where the Contractor has bftle~d' 0
thereto, but excluding any; cost ,attributable to
State. for any such ,materials, no additional charge will app
Deliverables or' services paid :or, to be paid;
Failure to agree Will constitute a dispute under it
B) The reasonable cost of settling and paying
Disputes clause. The State may withhold from the;
Revision 8/10/2009 ( SPD-44!IT based on April 12, 2007);
Page s of 1
GSPD-4011T
WESTERN STATES CONTRACTING
ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERAL AID RELATED SERVICES 09_2614
GENERAL PROVISIONS
amounts any, 'sum it determines to be necessary to 'protect
each putohase order,
,the, State against loss because of outstanding liens or
b) The foregoing limitation of liability shall not apply (I)
claims of former lien holders.'
liability under the General ProviStons =entitled "Pate
f) If, after termination, it is determined by a final ruling in
Copyright, and Trade, SecretProtection' or to any otl
accordance with the: Disputes Clause that, the Contractor
liability (including without_ Ilmftatioln indemnifjcafi
' was not in.default, the rights and obligations of the.`parties
obligations) for infringement = of third patty intellects
shall `be. the •same as if the termination .had peen: issued
property rights. (It) olairils ,covered by ,any spec
for file convenience of file Mate.
.to. -
provision heroin calling for liquidated damages; (li)
g) Th e rights, and remedies of the Mate in this clause are:
olai�ns' arising under provisions herein calling
in addition to any other rights and remedi" provided 'by
indemnification' far third party etaim' s against the State
law or under this Contract, and are subject to the clause
�Llmltation
bodily - injury to persons or domab real or tang![
titled of Liability."
personal property caused by Contractor's'-tnegiigence
willful misconduct,, or (iv) to -costs or attorneys fees V
the State becomes entitled to: recover as a prevailing; pa
24. FORCE MAJEURE
in=any action.
Except for defaults'of subcontractors at any tier, the Contractor shall
c) The 5tate's liability for damages .for' any cau
not be liable for any excess costs if the failure to perform the Contract
whatsoever, and regardless of the form of : action, whet#
arises from causes beyond the control and without the fault, or
in Contract or in. toff, shall' be lintel to the Poncho
negligence of the Contractor. Examples of such causes Include, but
i�rice, as that term is defined in subsect"ion a) abo+
are not limited to:
Nothing- herein shall be construed to 'waive or limit t
a) Acts of God or of the,pubtiC enemy, and
State's sovereign immunity or=_ariy other Imrriunify frorn s
b) Acts of the federal or. State government in either' its sovereign or
provided by laws:
contractual oapacfty,
d) In no event will either, the Contractor or the State
If the failure to perform is caused by,the default of asubcontractor at
liable for consequential, incidental, . indirect; :special,_
any tier, and,if thecause of -the default is beyond the control :of both
puniflve damages, even if n4fl-cation ;has .been given as
the Contractor and subcontractor, and without the fault or negligence
the possibility of such damages, except (1) ,to the exec
of either, the Contractor shall not be liable for any excess _casts for
that Contractors liability for such damages is specifically
'in
failure to perform.
forth the Statement of. Work or, (t) to the extent, P
'Contractor's liability for such damages arises out of se
section b)o)., b)(fi), or,a)(iv)above.
25. RIGHTS AND REMEDIES OF:STATE`FOFi D FALILTc
a) In the event any Deliverables furnished or services provided by thB
27. C ?NiRACTOR"S LIABILITY FOR INJURY T0' PERSCINS 't
Contractor In the performance: of the Contract should fall to,
DAMAOETOPROPERTY;
conform to the requirements herein, or to the sa,ipple submitted,
a) The Contractor shall be liable for,damagea; arising out of injury
by the Contractor, the -State may reject the same,. and it shalt
the parson aidlor dsiriage .to the property of ithe, 5t6
become the duty of the Contractor to reclaim and remove the
employees of the State; persons designated by- the State i
item promptly or to correct the performance. of services`, without
training, or anyother persons) other than agents or .employe
expanse to the State, and immediately replace ail such rejected
of.the Conntractor, designated by the State fanny purpose; pri
items with others eonforming.to the.Contract,
to, during, or subsequent to delivery, installation, acceptant
b). In addition to any Other Irights air&remedies the State may have;
and use. of the Delivorables.dither at the Contractor's site or
the, State may require Contractor, at Contractor`s expense, to
the State's place of business, provided, that the injury or dama!
ship Deliverables via air freight of ex0dited routinsr to avoid or
was.eaused by the fault or neoliaence of the Contractor.
the Contractor (but subject to fhe clause entitled °Limltatlon
Liabiilty„)
d) The State reserves the right to.offset the reasonable cost of`i
damages caused to the State against any outstanding fnvoict
or amounts owed, to Contractor or to make a claim against 0
Contractor therefore.
26. LIMITATION OF LIABILITY:
a) Contractor's liability for darnages to the. ;State for at
cause- whatsoever, and regardless of the form of actioi
whether "in Contract or in tort, shell be limited to, two tirrlc
the Purchase Price. For purposes of this sub -section e
'Purochase Prioe" will mean the aggregate Contract prfei
except that, with respect to a ,.Contract under which m"ultip
purchase orders will be issued (e.g., a Master Agreerne
or Multiple Award Schedule :contract):, Vurchase price" w
mean the total price- of the purchase order for tF
E)ol 3robl2a(s) or :sorvice(s) that gave rise to the loss; sub
that Contractor will have a separate limitation of liability fi
Revlsion 8/10/2009 j GSPD.401IT based ott April 12, 2007)
INbEIVINIFICATiON, Contractor agrees to indemnify; defend ai
save harmless the Mae, lts officers, agents and ernployei
from any and all. third' party claims, costs (including witho
limitation reasonable attorneys" fees), -and losses: , due to it
injuty or death :of any individual, or the loss or damage. to Aa
real or tangibta personal property, .resulting from the with
misconduct or negligent acts or omissions of Contractor or ai
Of • ts. , agents, subcontrar tors, employees,, supptlers laborers,
any .other ,person, firm, or corporation furtnishing of supplyli
work, services, materials, or "supplies in ,,connection with `ti
performance of this Contract. Such defense and paymerit
be;-;eonditional upon the following:
a) The State will , notify Contractor ',Of any such, claim In ;writii
and tender the defense Ihersof within a reasonable titri
and
b) .Contractor will have sole" control. of the. defenses of any acti
on such claim and all ne0otlatioris for its seitfernent
compromise; provided that (1) when substantial principles
government or public law are, involved; when litigation mlg
create: precedent affecting, future State :operations or liabilil
Page 6 0f 11
GSPD-401 IT
WESTERN STATES CONTRACTING ALLIANCE (W.5CA)
COMPUTER EQUIPMENT, SOFTWAR, PERIPHERALS AND RELATED SERVICES (2009�2014
GENERAL PROVISIONS
or when in St
votvement of the ate is Otherwise mandated by
a) The Contractor agrees to provide to the State, at no chap,
law, the State may 'participate In such action at itsz oven
a number of all nonproprietary rmahuat� phdI other grin]
expanse With respect_ to attorneys' fees and costs (but not
materials, as .described within the statement of Vvork" a
liability): (ii) the hate will have the right to approve or
ttpdalsd versio>1S thereof;- which. are necessary or useful.
disapprove arty settlement or compromise, 'which approval
-and
the -State in its use of the Equipment or Software provid
Will not unreasonably be Withheld or delayed; (iii) the
hereunder.. The Contractor ,°agrees to provide additiol
State: will reasonably cooperate to 'the defense and in any
Documentatlon. at prices not in excess of .charges moue`
related settlement. negotiations_ :
the Contractor ° to its cheer customers for slrni
Docurt entation.
29, INVOICES. Unless otherwise specified, invoices shall be:sent to
b} _if the Contractor is unable to perform rrfaintegance or 1
the address set forth hereii4. invoices -shall` e,sulam tied in t[iplicate
State,Ideslres to perform its- o+un maintenance `on t�qupmi
and shall include the Contract number; release order number (if
purchased under this, Contract, then upon Written notice
applicable) item number; unit price,_extended Item price and:-lnvoice�
the Slaw the' Contractor will provide at Contractor's th
total amount. State sales fax and/or use tax shall be. itemized
current rates and to adequate and reasonable assistan
separately and added to each invoice as applicable:
Including. relevant: Documentation to allow the State
maintain fhe Equipment based on Contractor's: methodolo
The Contractor agrees that the State may .reproduce. SU
30, REQUIRED PAYMENT DATE: payment will be made in accordance
DOcunnentation for its own use ' in rlaintalniny t
with the provisions of the California Prompt Payment A:ot, Government
EqulpmaM. If the Contractor IS- unable to petfo
Code Section 927 et, seq. Unless expressly, exempted,by statute, the
maintenance; the Contractor agrees; to license any ott
Act requires State agencies to ray properly SubmlE#ed, unsisputed
Contr for that the State may have, hired to' maintain t
invoices not more than 45 'days after (I) the date Of acceptance of
Equipment to use the abovenoted Documentation. T
Deliverables or performance of services; or (ii) receipt of an
State agrees to include the Contractor's copyright notice
undisputed;'invoice, whichever is later:
any, such Documentation reproduced in accordance w
copyright instructions to be provided by the Contractor.
31, TAXES; Unless otherwise required by law, the State of California Is
exempt from Federal excise taxes. The State will only pay for any
Vi RIGHTS IN WORK PRODUCT:
State or local sales Or use taxes on the services rendered or'Goods
a) All inventions, discoveries, -Intellectual property, .fechnir
supplied to the State pursuant to this.Contract,;
communications and records originated or prepared by th
Contractor pursuant to this Contract including paper:
32. NEWLY MANUFACTURED GOODS; All Goods furnished under this
reports; charts, computer Diagrams, and otter
Contract shall be, newly manufactured Goods, used or reconditioned
b6curn6i'tatton or improvements thereto, and, includin
Goods are prohibited, unless otherwise specified.
Contractor's, administrative communications and recorc
relating to this Contract (collectively, the ""Work Product"
33, CONTRACT MODIFICATION: No: amendment or variation of the
shall be, Contractor"s exclusive property: The provisions {
terms of this Contract shall be valid unless made in writing, signed by
this sUb»section a) may, be' revised in a Statement i
the; parties' and approved as required. -No oral understanding or
Work.
agreement not incorporated in the Contract is binding on any of the
b) Software and other materials developed, or otherwls
parties,
obtained ,by, or for Contractor or its affiliates lndopendent!
of 4hic. r-`nnJn:ir4 nr onrllir�kra''r rnks —A., .I'Mres
34,
35; NEWS RELEASES; Unless otherwise exempted, news releases
pertaintng; to thts Contract shall not be made without prior written
approval ofthi - Department of:General.Servtees:
36, DOCU.MENTATiON
Revision 8110f2009 (GS€ D-40117" based on April 12, 2007)
4such derivative works oeeated pursuant to thi
anst tote Work product, bat other elements d
ling in this Section 37 Will be .construed t
th Contractor`s or its affiliates' ownership of"Pr6
Aerials.
Will "have Govern hens Purpose Rights to ih
luct as DellGerable or delivered to the $tat
,Government :Purpose Rights" are th
Irrevocable, worldwide, perpetual; royalty -free
m tights anti licenses to use, modify, reproduce
lease, display, create derivative works from,, an
e Work Product ''Government Puroos€a Rights
I 1 V VN44 V V403i v 111VS. > 1PLV IV] al ly otato yvvvj.i
purpose and to authorize recipients to use, n
reproduce, perform, release,, display, create derlvative''
from, and disclose the Wok Product for_, any
w, or techniques relating `t
during the, course of 'thi
GSPD 401IT
WESTERN STATES CONTRACTING ALLIANCE (WSGA)
COMPUTER �EQUJPMENT, SOFTWARE PERI 3E LS ANb R -A
ATE D SCR ICES 09-.
GENERAL PROVISIONS
Contract by the Contractor" or jointly by the Contractor and
unreasonably be "withheld or dalayed; and :(ii'i) 'the ,Stag
the Sf""ate may be used
by either party with out obligation
will reasonably cooperate"in the defense and in any
of notice or accounting..
related settlement negotiations.,
This Contract ""shall not preclude the Contractor from
b) Contractor may be required to furnish a bond to" the Sta
developing materials; outside this Contract that are,
against;, any and all loss, damage, costs, expenses, claims ai
competitive, irrespective of their similarity to materials which
liability for patent, copyright and"trade secret infringement. "
might be: delivered to :the State pursuant- to this- Contract.
c)Should the Cielivsrables° or. Software, or 'the Operation tFerer
become, or'in the Contractor's opinion are likely to became, t1
subject of .a "cialm of lrifringetnerit or Violallan of a U;
38 PROTECTION OF PROPRIETARY SOFTWARE AND
Intellectual Property Right, the:State-shall permitlthe Contract
:OTHER PROPRIETARY DATA
at Its option and,6x0onset, either to procure for the State the rig
a) "State agrees that all material apprtspriatilly marked or
to continue using the baliverables or'Software, or to" replace
identified in writing as, proprietary, and furnished hereunder
modify the some so that they become norHnfdriging. If none-
are provided for States exclusive use for the purposes "of
these .options can reasonably be token, or'lf the use of. s0i
this Contract only. All such: proprietary data; shall remain
belNerftbles or, Software by the State shall be'.prevented I
the property of the Contractor. State agrees to take all
injunction, the Contractor agrees to take back such beliverabli
reasonable - steps to insure that such, proprietary data are
or Software and make every reasonable effort to assist the Sta
net disclosed to others, without prior written consent of the
in procuring substitute i7aliverables or Software.. If, in the, sa
Contractor, subject to the California Public Records Act,
opinion, of the, State, thereturn" of such infringing Deliverables
b) The State will insure, prlor "to disposing of any media;
Software makes the retention of other Dollverebtes or Softwa
that any licensed materials contained thereon have been
acquired from the, dontractor".under, this Contract impractical,.tl
erased' or otherwise destroyed,'
State shall then have the option Of tarminating such Carttraots,
c) The. State agrees that it will take appropriate action by
applicable portions thereof, without penalty or terminati(
Instruction, agreement or otherwise, 'with its employees or
"software
charge; The Contractor agrees to take back such Deliverables
other persons. permitted access to _licensed and
Software and refund any sums the State has paid Contract
other proprietary data to satisfy its obligations under this
less any reasonable amount for use or damage._
Contract with respect" to use, copying,,' modification,,,
d) The Contractor shall have no liability to the State under ar
protection and security of proprietary software' and other
provision of this clause: with respect to any claim of polar
proprietary data,,
copyright or trade secret nfringementwhich Is:based upon;_:
(1) The combination or utlilzatlon of Deljveralt)es. furnish
hereunder With tquipmentor devices not mode o"r furnishe
39. PATENT, COPYRIGHT AND TRAbE•$ECRET INDEMNITY:
by:the"Contractor;"or,
a) Contractor will indemnify, defend, and" save harmless the
(h) The operaflon of .EquIprftetit furnished by the Contracts
State: Its officers, agents, and: employees, from any and all
un, %r the control �of any Operating S
Software other then,
third party claims, costs (Incl"uding without limitation
'C
in addbfi6wjo; th"e'aurrent version- of ,oritractorasuppf
reasonable attorneys'' fees)', .and losses for Infringement or
Operating Software, Or
violation of any US. Intellectual Property �Rlght by any
(tit) The modlhoation bylhe State of the" Equipment furnishe
product or service provided., hereunder. V�th respect to
hereunder pr of the Software; or
claims; �]rWrig from , computer Hardware or Software
(Iv) The combination or utilization "of Software "furnishE
manufactured by a third party and sold by Contractor_ as, a
hereunderwithnon contractor supplied Software,
roseller, Contractor Will pass; through' to the State such
e)-Contractor certifies that it has approprtate"systents and controls,
indemnity rights- as it receives- from such third party (`Third
place to ensure that State funds will -not; be ;used 'in it,
Party :Obligation") and will cooperate in a dreing them;:
performance of this Contract for the acquisition, operation t
provided that if the third party manufacturer fails to honor
maintenance of computerSoftware'ln violation of copyright laws
the Third Party Obligation, Contractor Will provide the: State
with indemnity protection equal to that called for by the
Third Party Obligation, but in no event greater than that
40. EXAMINATION AND'AU0IIT: Contractor agrees that the State; or t
called ;for in the first `;sentence of tills" Section "39a). The
designated representative shall have the rightto roview-`and copy, or.
rovisions of the
p preceding sentence apply only to third'
records' and supporting pocumentation pertaining to performance i
party computer Hardware or' Software ?sold as _a distinct unit
this Contract. Contractor agrees'to maintain adoh "records for passibi
and accepted by the State..
audltfor a minimUrh of. three °(3) years after find payment, unless;:
longer
Unless, a Third Party Obligation provides otherwise, the,
period of records retention is" stipUlated. Contractor agrees i
allow" the auditors) access to such records during normal.busines
defense and payment .obligations set 'forth in this Seddon
hours ";end to. -allow interviews of .any employees-or.othocs who migl
396) will be Conditional upon the following.,
reasonably "have Information related- to such "reaorda". Furthe
the: State will notify Contractor of any such claim,in
Contractor agrees to ,A *similar "right of "the"State to and
writing and, tender- the defense thereof within a
-include
records, and ihterview,'staff-In-any"subo'ontra6i related"to,performanc
reasonable time; and
ofthisContract.,
Contractor will have "sole control of the defense of any'
action on such claim an# all negotiations" for "its'
41, biSPUTES:-
settlement or Compromise; provided that (j) When
a) The parties shall steal in good faith and attempt to resolve pofentii
sub�tantlal principles,_ of government or public lava are
disputes Informally. If the -dispute porslats, Contractor ash
irtyplved, when litigation might .create precedent affecting
submit to the Department1511rector or. designee: a written deMan
future State operations or liability, or when involvement
for a final, deoislorr""regarding this disposition' of any dispel
of the State is otherwise mandated by taw: the State
#SOtwuerl the parties arising under~, related to or involving thi
may participate in such action at its own expense" with
Contract; unless the State, on its own initiative;: has, alread
respect to attorneys'` fees and costs (but not liability); (4)
E€tdered such f!not' decision. Contractor's written demon
the: State will have the right to approve oe disapprove
shoil be fully supported by factual information, and if 'suc
any settlement or compromise, which approval will not
demand involves=a'post adjustment to the,,Contract, Contractr
Revision 81/0/2009 (0SPD-401 ii based on April 12, 2007)
Page: of 11 `
GSPD`-4011T
COMPUTER EQUIPMENT, SOFTWARE, PERIPHERALS AND RELATED SERVICE$ (200 -204
GENERAL. PROVISiONS
shut i'tciude With the demancf a written: statement signed by an shall show reasonable oasts resulting from the Stop WorkOrc
euthorized person indicating that the demand is, made in good; Inarriving atth€ i'termination settle hj,
forth, that the _supporting data are accuratend complete and d) The Mate shall not bE3 tible totheontracior for loss of prvl
that the amount requested accurately reflects the Contract, because of a Stop Work Order issued under this clause.
adjustment for which Contractor believes the State.is liable, if the
Contractor is not satisf led with the decision of "the' Department 43, FOLLOW}ON CONTRACTS
i
Director or designee, the Contractor may appeal the decision to If the .Contractor t its affiliates' provides Tedhni
the Department of General Services,, Deputy Director, Consulting and Direction (as defined below), the Gontrac
c)
CI) The Stop Work Order results in an Increase in the time
required'for, or in the contractor's cost property atiooeble,to
this Contract
c) If a Stop Work Order is not canceled and the Work covered by the.
Story Work Order is terminated in accordance with the provision
entitled Termination for the Convenience of the State,, the State
Revision 8/10/2009 (GSPD-4011T based on Alton/ f2 2007j
supply the service .or system; or
component thereof, that .is used for or
With any subject of such Technical C
Direction, and,
(i) Will' not act as consultant to, `arty, pe
that does receive' a Contract described
technecat Consulting and Direction, whichever com
litter,
"Technical Consuiting. and Direction" means < servicess l
which the Contractor received compensation from the 'Ste
and Includes'
() development of or assistance in the development
work statements, specifications, solicitations,;
feaslbiiity studies;
(il) development or design of 'test requirements;
fill; evaluation of test date;
(Iv) direction of or evaluation of another Contractor;
,(v) provision of:formal recommendations_ regarding if
acquisition of Information Technology- products,
services; or
(yi) provisions of formal recommendations 'regarding ai
of then above. ' For purposes of this Section, „affiliate
other entity controlled by ;controlling,. or under cot lm(
control with the Contractor. Control exists when
entity owns or direr#s more than fifty percent (50%)
the outstanding shares or securities representing It
right to' vote for the etectlon of directors or oth
managing, authority.
To, the extent; permissible by law, the Director of tl
Department of General' Services, or designee:,, may w
kit be in the, States' best interest.. Except i
d by law, the: restrictions of -this Section will
follow-on advice given by vendors of commerd
he -shelf products, Including Software. end Hardwar
the operation, integration, repair, or maintenance
h products after sale; or
re the State has entered into a master aareeme
The restrictions; set forth in this Section are in sedition
conflict. _of interest restrictions _Imposed= on public Contracto-
gy callirlrnfa IaW ("Cvriflict Laws."). In the event, of ar
inconsistency, such Conflict Laws override the provisions
this Section, even if enacted after e)(ecutlan of th
Contract,
44. PRIORITY HIRING dONSIDERATIONS: If this Contract includf
services in excess of $200,000, the contractor sha'il give, priori
consIideratbri in filling' vacancies in positions ftin;oed by file Contract
qualified recipients -of -aid under Welfare and institutions,Gode Sectic
'Page 9 of 11
GSPD-401I1
WESTERN STATES CONTPA
TINC:ALLIANCE (WSCA)
COMPUTER EQUIPMENT, SOFTWARE, PRI H RALS" AND,RE,,ATE SERVICES ( a6. 0 w
GENERAL
PROVISiONS
11200 In accordance with f?CC Section 10353
from the State any, portion of the "recovery, , ncivoirtg _tre
46, COVENANT AGAINST GRATUITIly , The. Contractor warrants that
damages, attributable fo overcharges that were paid .by i
assignor but were not paid by the,State as part` of the bill p6
no gratuities (in the form of entertainment, gifts, or otherwise) were.
offered or given by the Contractor,�4r, any agent ovrepresentative of
less the expenRes "incurred In obtaining that portion r'of I I
the Contractor, to any officer or .employee ".of the State with Ia" view-
recovery.
o)-Upon demand in=WrIlIlrig by the assignor, the assignee shall, wit,
toward securing the "Contract or securing favorable treatment with
one year from such demand, reassign the cause of acti
respect to any determinations concerning the performance of the
assigned under this part if the assignor has been or may ha
Contract, For breach or violation of -_this warranty, the: State sh'althave-
been injured by the violation of law for which the cause of ad
the right to terminate the Contract, 'either in whole or in part, and any
arose and'
loss or darnage sustained ---by the state in procuring on the open
6) (he assignee -has not been injUred,thereby, or
market any items ;which Contractor =agreed to supply shall be bome
(0) the assignee declines to file a court action for the cause
and paid for by the Contractor. The rights and remedies of the State-
action.
provided in this ciau"se shall not be .oxclusivb and are in "addition to
any other rights and remedies provided by law -or in equity,
49. DRUG�FREE WORKPLACE CERTIFICATION: The Contrac
corti(es tinder penalty, of penury under the laws.pf the Stale.
46, NONDISCRIMINATION CLAUSE."
California that the Contractor.will comply withtherequirements of t
a) During the performance of this Contract, Contractor 'and -its
Drug -Free Workplace Act of 199t7 (GovonimeritCpde Section j35t7
subcontractors shall not unlawfully discriminate; ''harass or allow_
seo,) and will provide a drug -"free workplace by taking the. follow!
harassment against any .employee or applicant for employment
actions,,
because of sex, sexual orientation, race, color- ancestry,_
a) publish a statement notifying empinyaos that unlawful manufactu
religious "creed, national origin, .disability (inciuding HIV and
distribution, dispensation, possession, or, use of a controll
AIDS), medical condition (cancer'), age, marital status, end denial
Of family care leave. Contractor and subcontractors "shall insure
substance"is prohibited and specifying actions to bar 'tak
against employees for violations, "as required t'y Governm
that the evaluation and treatment of their employees and
Code Section 8355(a)
appilcants for employment are free from such discrimination and'
b) Establish a D,,rug-Free; Awareness Program as required'
harassment, Contractor and subcontractors shall comply with the
Government Code Section 8855(b)=to in employees about
provisions of the Pair Employment
and Housing Act (Government
ofthe following;
Code; Section 12990 et
seq) and the applicable regulations
(i) the dangers of drug abuse in the workplace,
promulgated thereunder (California Code of Reguiations, Title 2,
(it) the person"s or organ"rzation`s" policy of maintaining a dru
Section 7M.0 et seq.), The applicable regulations of the Fair
free workplace;
Employment and Flouring Comission implementing'
(ill) any available counseling, rehabilitation and employ,
Government Code Section 12990 (a-f), set, forth in Chapter 5 of
assistance'programs,"and,
Division 4 of Title 2 of the California Code, of Reguletions are
(iv) pen61ties" that may 'b"e Imposed upon "employees far dri
Incorporated into this Contract by reference and made a pall,:
"its'subcontrarxors'
abuse. violations.
hereof as if pot forth in full. Contractor and
c) wrovide, as required by Government Code Section "8355(b), t#�
shall give written notion of their obligations, under this, clause to.
every employee who works- on tho proposed or rosuttti
labor organizatlons"with which :they have a collective; baraining
Contract;
or other a reement. g
b) The Contractor shall inoiude the 'ndiscri i tl d 1.
{f)" will receive, a copy of the company's drug -free. -poll•
—
np m na organ comp lance...
provisions of this clause in ail Isubcontracts to perform work
under the. Contract,
47. NATIONAL LABOR RELAT1,ON,S BOARD CERTIFICATION
Contractor swears tinder penalty of perjury that no more than, one
final, unappoalable finding of contempt of court by a federal, court has
been Issued against the Cont"rector within the immediately preceding
two-year period because of the Contractor's' failure to comply With an
order, of the National Labor Relations Board. This provision Is
required by, and shall be construed 'in accordance with, PCC Section
10296.
48, ASSiGNM9-NT OF ANTITRUST ACTIONS; Pursuant to Government
Code Sections 4552, 4563,-and 4554, the following provisions are
incorporated herein;
61
60i FOUR;DIGIT
it will provide on
Deliverables ' and.
Compliant" Oelivi
calculate, compai
limitation date d
changes in cen
Subject to :the v
and does"not Iirn
elsewhere, herein,
Pegg' 10 of 1`1'
es can accurately, I
date data, Including;
IT relating to leap" yoi
°anty and represent
conditions of this t
warranty obligations s
(38PD-401IT
WESTERN STATES CONTRACTING ALLIANCE (WSCA
COMPUTER TER EQUIPMENT, SOFTWARE, PERIPHERALS ANDRELATE SERA
b) Contractor agrees to cooperate fully in providing reasonable access
to its records; documents, agents or employees, or promises if
reasonably required by authorized officials of the State, the
Department of Industrial Relations, or the Department of Justice
to determine < Contractor's compliance' with the requirements
under paragraph (a).
.52, RECYCLING; The Contractor shall certify In Writing Linder penatty, of
perjury, the minimum, if not exact, percentage of post consume
or
53. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of
$100,000 the Contractor acknowledges in accordance with PCC
Section 7110, that:
a) The Contractor recognizes the importance of child and family
support obligations and shall fully comply with all applicable
State" and federal laws relating to child and family support
enforcement; including., but not limited to, disclosure of
Information, and compliance with earnings asslgnment,orders, as
b)
$4. AMERICANSWITH DISABILITIES ACT: Contractor assures
the State that Contractor complies with the Americans with
Disabilities Act of 1990 (42 U.S.C: 12101 et seq);
56. ELECTRONIC WASTE. RECYCLING` ACT OF 2003 The Contractor
certifies that it complies with the requirements of the Electronic Waste
Recycling Act' of 2003, " Chapter 8.5, Part 3 of Division 30,.
commencing. with Section 42460 of .the Public Resourcos, Cods',
relating to hazardous and solid waste. Contractor shall maintain
documentation arid: provide reasonable. access to its records and
documents that evidence compliance.
$6, USE TAX COLLECTION: 1n accordance with PCC Section
10295.1, Contractor certifles that it complies with the requirements of
Section 7101 of the Revenue and Taxation Code. Contractor further
certifies that it will immediately advise State of any change in its
retailer's. seller's permit or certification, of registration or applicable
affiliate's seller's permit or: certificate of registration as described in
subdlvision (a) of ►ACC Section 10296A,
57, EXPATRIATE CORPORATIONS: Contractor hereby declares`
that it is not an expatriate corporation or subsidiary of an expatriate
corporation within the meaning of PCC Sections 102..86 and 10286.1,
and Is eligible to contract with the State.
68. DOMESTIC PARTNER$ For contracts over $100,000 executed
or amended after ;lanuary 1, 2007, the contractor certifies that the
contractor is to compliance with Public 'Contract Code section,
10295.3.
Revision &11012009 (GSPDI4011T based on April 12, 2007) Page 11 of I I
WESTERN STATES CONTRACTING ALLIANCE
MASTER PRICE AGREEMENT
for
COMPUTER EQUIPMENT, PERIPHERALS, AND RELATED SERVICES
Number B27164
This Agreement is made and entered into by Hewlett Packard Company, Hewlett-
Packard Company, 11445 Compaq: Center Drive W, Houston, TX 77070 ("Contractor" or
"HP") and the State of Minnesota, Department of Administration ("State") on behalf of
the State of Minnesota,participating members of the National Association of State
Procurement officials (NASPO), members of the Western States Contracting Alliance
(WSCA) and other authorized Purchasing Entities,
RECITALS
WHEREAS, the State has the need to purchase and the Contractor desire to sell; and,
WHEREAS, the State has the authority to offer contracts to CPV members of the State
of Minnesota and to other states.
NOW, THEREFORE, In consideration of the mutual promises contained herein, the
parties agree as follows:
INTENT AND PURPOSE
The intent and purpose of this Agreement is to establish a contractual relationship with
equipment manufacturers to provide, warrant, and offer maintenance services on ALL
Products proposed in their response to the RFP issued by the State of Minnesota.
Delivery, support, warranty, and maintenance may provided by the Contractor using
subcontractors. The Contractor agrees to take legal responsibility for the warranty and
maintenance of all Products furnished under this Agreement. The Contractor is
responsible for the timeliness and quality of all Services provided by individual
subcontractors. Subcontractor participation will be governed by individual Participating
Entities, who have the sole discretion to determine if they will accept Services from a
subcontractor.
Individual Purchasing Entities may enter in to lease agreements for the Products
covered in this Master Price Agreement, if they have the legal authority to enter into
these types of agreements without going through a competitive process, and if the
Contractor submitted copies of its lease agreements with its response to the RFP. The
Tease agreements were not reviewed or evaluated as part of the RFP evaluation
process. The agreements are located in Exhibit C, Value -Added Services.
1 of 42
The Agreement is NOT for the purchase of major, large hardware or hardware and
software offerings. In general, individual units/configurations for servers and storage
(SANs, etc.) should not exceed $300,000 each. Desktop per unit/configuration costs
should not exceed $100,000. Printers of all types and monitors per unit/configuration
costs should not exceed $50,000 each. It is the expressed intent of some of the
Participating States to set this level at not to exceed $25,000 each, or $50,000.
Contractors must be willing to comply with these restrictions by agreeing to supply
Products in those price ranges only. This IS NOT a restriction on how many
units/configurations can be purchased, but on the value of each individual
unit/configuration. Individual Participating States and Participating Entities may set
specific limits in,a participating addendum above these limits, with the prior approval of
the WSCA Directors; or may set specific limits in a participating addendum below these
limits.
Contractors may offer, but participating states and entities do not have to accept, limited
professional services related ONLY to the equipment and configuration of the
equipment purchased through the Agreement.
1. Definitions
"Announced Promotional Price" are prices offered nationally to specific
categories of customers (Consumer, Business or government) for defined time
periods under predefined terms and conditions
"Consumables"those items that are required for the operation of the Equipment
offered or supplied which are consumed over time with the purchaser's use of the
equipment are included — printer cartridges, batteries, projector bulbs, etc.
Consypm—as uch as magnetic media payer and generally available !fF(ce
supalies are excluded. ,
"Configuration" in most instances in this document means a total system
configuration. This may include more than one model or part number (or SKU),
or combination of hardware, software, and configuring of the system to make
the system work:
"Contract" means a binding agreement for the procurement of items of tangible
personal property or Services. Contract and Master Price Agreement are used
interchangeably in this document.
"Contractor" means the successful Responder who enters into a binding
Master Price Agreement. The Contractor is responsible for all sales, support,
warranty, and maintenance services for the Products included in this Agreement.
The Contractor must manufacture or take direct, non -assignable, legal
responsibility for the manufacture of the equipment and warranty thereof. For the
purposes of this Contract, the term Contractor and Contract Vendor are
synonymous.
"CPV Member" is any governmental unit having independent policy making and
appropriating authority, that is a member of Minnesota's Cooperative Purchasing
Venture (CPV) program.
"CPV Program." The Cooperative Purchasing Venture (CPV) program, as
established by Minn. Stat. § 15C.03, subd. 10, authorizes the commissioner of
2 of 42
Administration to "enter into a cooperative purchasing agreement for the
provision of goods, services, and utilities with [governmental entities] ..., as
described in section 471.59, subdivision 1. Based on this authority, the
commissioner of Administration, through the Materials Management Division
(MMD), enters into a joint powers agreement that designates MMD as the
authorized purchasing agent for the governmental entity. It is not legal for
governmental entities that are not members of the CPV program to purchase
from a State contract. Vendors are free to respond to other solicitations with the
same prices they offer under a contract, but that is not considered use of the
"State contract price."
"Cumulative Volume Discount" refers to the increased discounts by Product
group or Band under the HP Product and Service Schedule (PSS) which may be
offered by HP based on HP's evaluation of its pricing policies and structures on
a periodic six month basis. If Cumulative Volume Discounts are recommended
by HP, HP's written request for the increased discount is submitted to the
WSCA/NASPO Contract Administrator for approval. The increased Cumulative
Volume Discount is effective for orders after the later date of receipt of approval
from the WSCA/NASPO Contract Administrator or the effective date spefified in
the HP written request for approval.
"Documentation" refers to manuals, handbooks, and other publications listed in
the PSS, or supplied with Products listed in the PSS, or supplied in connection
with Services. Documentation may be provided on magnetic media or may be
downloaded from the Contractor's web site.
"E-Rate is a program sponsored by the Federal Communications Commission
whereby educational and other qualifying institutions may purchase authorized
technology at reduced prices.
"Educational Discount Price" means the price offered in a nationally
announced promotion, which is limited to educational customers only.
"Equipment" " means workstations, desktop, laptop (includes Tablet PC's),
handheld (PDA) devices, projectors, servers, printers, monitors, computing
hardware, including upgrade components such as memory, storage drives, and
spare parts. AUDIO VISUAL PRODUCTS (digital cameras, televisions,
whiteboards, etc.) are NOT included in this RFP or subsequent contracts. The
exception to this definition is whiteboards, which can be sold as part of the
Instructional Bundles, but not as a stand-alone item.
"FCC" means the Federal Communications Commission or successor federal
agency. In the event of deregulation, this term applies to one or more state
regulatory agencies or other governing bodies charged to perform the same, or
similar, role.
"General Price Reduction Price means the manufacturer's suggested retail
price (MSRP) offered to consumer, business or governmental purchasers at
prices lower than PSS pricing. General price reduction prices will be reflected in
the PSS as soon as practical.
"Lead State" means the State conducting this cooperative solicitation and
centrally administering any resulting Master Price Agreement(s). For this Master
3 of 42
Price Agreement, the Lead State is Minnesota.
"Mandatory The terms "must and "shall" identify a mandatory item or factor.
"Manufacturer" means a company that, as its primary business function,
designs, assembles, owns the trademark/patent and markets computer
equipment including workstations, desktop computers, laptop (includes Tablet
PC's) computers, handheld (PDA) devices, servers, printers, and storage
solutions/auxiliary storage devices. The manufacturer must provide direct un
infringed unlimited OEM warranties on the Products. The manufacturer's
name(s) shall appear on the computer equipment. The Contractor(s) shall
provide the warranty service and maintenance for Equipment on a Master Price
Agreement as well as a Takeback Program.
"Master Price Agreement' means the contract that MMD will approve that
contains the foundation terms and conditions for the acquisition of the
Contractor's Products and/or Services by Purchasing Entities. The "Master Price
Agreement" is a permissive price agreement. In order for a Purchase Entity to
participate in a Master Price Agreement, the appropriate state procurement
official or other designated procurement official must be a Participating State or
Participating Entity.
"Materials Management Division". or "MM" means the procurement official
for the State of Minnesota or a'designated representative:
"NASPO" means the National Association of State Procurement Officials
"Participating Addendum" or "Participating Addenda" means a bilateral
agreement executed by the Contractor and a Participating State or political
subdivision of a State that clarifies the operation of the price agreement for the
State or political subdivision concerned, e.g, ordering procedures specific to a
State or political subdivision and other specific language or other requirements.
Terms and conditions contained in a Participating Addendum shall take
precedence over the corresponding terms in the master price agreement.
Additional terms and conditions, including but not limited to payment terms, may
be added via the Participating Addendum. However, a Participating Addendum
may not alter the scope of this Agreement or any other Participating Addendum.
Unless otherwise specirred, the Participating Addendum shall renew
consecutively with the Master Price Agreement: One digitally formatted,
executed copy of the Participating Addendum must be submitted to the
WSCA/NASPO Contract Administrator PRIOR to any orders being processed.
"Participating State" or "Participating Entity" means a member of NASPO
(Participating State) or a political subdivision of a NASPO member (Participating
Entity) who has indicated its intent to participate by signing an Intent to
Participate, where required, or another state or political subdivision of another
state authorized by the WSCA Directors to be a party to the resulting Master
Price Agreement.
"PDA" means a Personal Digital Assistant and refers to a wide variety of
handheld and palm -size PCs, and electronic organizers. PDA's usually can store
phone numbers, appointments, and to-do lists. PDA's can have a small
keyboard, and/or have only a special pen that is used for input and output. The
4 of 42
PDA can also have a wireless fax modem. Files can be created on a PDA which
is later entered into a larger computer. NOTE: For this procurement, all Tablet
PC's are NOT considered PDA's. The Contractor(s) shall provide the warranty
service and maintenance for Equipment on a Master Price Agreement as well as
a Takeback Program,
"Peripherals" means any Product that can be attached to, added within, or
networked with personal computers or servers, including but not limited to
storage, printers (including multifunction network printers), scanners, monitors,
keyboards, projectors, uninterruptible power supplies and accessories. Software,
as defined in the RFP, is not considered a peripheral. Adaptive/Assistive
technology devices are included as well as configurations for education.
Peripherals may be manufactured by a third party, however, Contractor shall not
offer anyperipherals manufactured by another contractor holding a Master Price
Agreement without the prior approval of the WSCA/NASPO Contract
Administrator. AUDIOVISUAL PRODUCTS (digital cameras, televisions,
whiteboards, etc.) are NOT included in the contract. The exception to this
definition is whiteboards, which can be sold as part of the Instructional Bundles,
but not as a stand-alone item. The Contractor(s) shall provide the warranty
service and maintenance for Equipment on a Master Price Agreement as well as
a Takeback Program.
"Permissive Price Agreement" means that placement of orders through the
Price Agreement is discretionary with Purchasing Entities. They may satisfy their
requirements through the Price Agreement without using statutory or regulatory
procedures (e.g., invitations for bids) to solicit competitive bids or proposals.
Purchasing Entities may, however, satisfy requirements without using the Price
Agreement as long as applicable procurement statutes and rules are followed.
"Per Transaction Multiple Unit Discount" means Purchasing Entity -specific,
transaction(s)-specific, large volume negotiated price based on firm quantity and
configuration buys during a set timeframe (also referred to as"Big Deal" pricing).
"Political Subdivision" means local pubic governmental subdivisions of a state,
as defined by that state's statutes, including instrumentalities and institutions
thereof. Political subdivisions include cities, counties, courts, public schools and
institutions of higher education.
"Price AgreementfMaster Price Agreement" mans an indefinite quantity
contract that requires the Contractor to furnish Products or Services to a
Purchasing Entity that issues a valid Purchase Order:
"Procurement Manager" means the person or designee authorized by MMD to
manage the relationships with WSCA, NASPO, and Participating
States/Participating Entities.
"Product(s)" means personal computer equipment, peripherals, LAN hardware,
pre -loaded Software, and Network Storage devices, but not unrelated services.
The Contractor(s) shall provide the warranty service and maintenance for
equipment on a Master Price Agreement as well as a Takeback Program.
"Products and Services Schedule Prices or "PSS" refers to a complete list,
grouped by major Product and/or Service categories, of the Products and
5 of 42
Services provided by the contractor that consists of an item number, item
description and the Purchasing Entity's price for each Product or Service. All
such Products and Services shall be approved by the WSCA]NASPO Contract
Administrator prior to being listed on a Contractor -supplied web site accessed via
a URIL. The Contractor(s) shall provide the warranty service and maintenance for
all Equipment listed on the PSS on a Master Price Agreement as well as a
Takeback Program.
"Purchase Order" means an electronic or paper document issued by the
Purchasing Entity that directs the Contractor to deliver Products or Services
pursuant to a Price Agreement.
"Purchasing Entity" means a Participating State or another legal entity, such as
a political subdivision, properly authorized by a Participating State to enter into a
contract for the purchase of goods described in this solicitation. Unless
otherwise limited by statute, in this solicitation or in a Participating -Addendum,
political subdivisions of Participating States are Purchasing Entities and
authorized to purchase the goods and/or Services described in this solicitation.
"Refurbished Products" are Products that may have been powered on or used
by another customer that have been fully retested, defective parts replaced, and
,repackaged to meet original factory specifications.
"Services" are broadly classed as installation/de-installation, maintenance,
support, training, migration, and optimization of products offered or supplied
under the Master Price Agreement. These types of Services may include, but
are not limited to: warranty services, maintenance, installation, de -installation,
factory integration (software or equipment components), asset management,
recycling/disposal, training and certification, pre -implementation design, disaster
recovery planning and support, service desk/helpdesk, and any other directly
related technical support service required for the effective operation of a Product
offered or supplied. General consulting and all forms of application development
and 2ro4ramming services are excluded
"Servicing Subcontractor/Subcontractor/Reseller Agent" means a
Contractor authorized and state -approved subcontractor who may provide local
marketing support or other authorized services on behalf of the Contractor in
accordance with the terms and conditions of the Contractor's Master Price
Agreement. A wholly owned subsidiary or other company providing warranty or
other technical support services qualifies as a Servicing Subcontractor. Local
business partners may qualify as Servicing Subcontractors. Servicing
Subcontractors may not directly accept Purchase Orders or payments for
Products or Services from Purchasing Entities, unless otherwise provided for in a
Participating Addendum. Servicing Subcontractors shall be named individually or
by class in the Participating Addendum. The Contractor(s) actually holding the
M er Price Agreement shall e r s on ibla for Servicing Subcontracto 's
Providing Products and Servic2lL as welll as warranlyservice and
maintenance for equipment the sybcontractor has Provided on a Master
Price Agreement as well as the Takgback PrograM.
"Standard Configurations" or "Premium Savings Configurations" means
discounted standard configurations that are available to Purchasing Entities
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using the Master Price Agreement only. Any entity, at any time, that commits to
purchasing these Configurations adopted by their State or other Purchasing
Entities shall receive the same price from the contract awardees. This
specification includes a commitment to maintain and upgrade (keep pace with
the advance of technology) the standard configurations for a stated period of time
or intervals.
"State Procurement Official" means the director of the central purchasing
authority of a state.
"Storage Solution/Auxiliary Storage" means the technology and Equipment
used for storage of large amounts of data or information. This includes
technologies such as Network Attached Storage (NAS) and Storage Area
Networks (SAN). The C�ctorfs) shall RE2vide the warranty service and'
maintenance for eauiument on a Master Price Aurreement as_well as a
Takebac Pr_ ouraM,
"Takeback Program" means the Contractor's process for accepting the return
of the Equipment or other Products at the end of life --as determined by the State
utilizing the Master Price Agreement, subject to section 17 of this Agreement.
Software licenses, excluding software media; stand-alone scanners; and stand-
alone fax machines are not subject to the Takeback Program. ,
"Trade In" refers to the exchange of used Equipment for new Equipment at a
price reduced by the value of the used Equipment.
"Travel" means expenses incurred by authorized personnel directly related to
the performance of a Service. All such expenses shall be documented in a firm
quotation for the Purchasing Entity prior to the issuance and acceptance of a
Purchase Order. Travel expenses will be reimbursed in accordance with the
purchasing entities allowances, if any, as outlined in the PA.
"Universal Resource Locator" or "URL" means a standardized addressing
scheme for accessing hypertext documents and other services using the WWW
browser.
"WSCA" means the Western States Contracting Alliance, a cooperative group
contracting consortium for state procurement officials, representing departments,
institutions, agencies, and political subdivisions (i.e., colleges, school districts,
counties, cities, etc.) for the states of Alaska, Arizona, California, Colorado,
Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South
Dakota, Utah, Washington, and Wyoming.
"WSCA/NASPO Contract Administrator" means the person or designee
authorized by MMD to manage all actions related to the Master Price
Agreements on behalf of the State of Minnesota, the participating NASPO and
WSCA members, and other authorized purchasers.
2. Scope of Work
The Contractor, or its approved subcontractor, shall deliver computing system Products
and Services to Purchasing Entities in accordance with the terms of this agreement.
This Agreement is a "Master Price Agreement Accordingly, the Contractor shall
provide Products or Services only upon the issuance and acceptance by Contractor of
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valid "Purchase Orders'. Purchase Orders may be issued to purchase the license for
software or to purchase Products listed on the Contractor's PSS. A Purchasing Entity
may purchase any quantity of Product or Service listed in the Contractor's PSS at the
prices in accordance the Paragraph 13, Price Guarantees. Subcontractor participation
is governed by the individual Participating State procurement official.'
The Contractor is. required to provide and/or agree to take legal responsibility for the
warranty and maintenance of all proposed equipment, including peripherals. Taking
legal responsibility means the Contractor must provide warranty and maintenance call
numbers, accept, process and respond to those calls, and be legally liable for and pay
for those warranty and maintenance (under warranty) activities The Contractor shall
offer a Takeback Program for all Products covered by this Agreement, unless otherwise
noted herein.
3. Title Passage
The Contractor must pass unencumbered title to any and all Products purchased under
this Contract upon receipt of Product by the Purchasing Entity. This obligation on the
part of the Contractor to transfer all ownership rights does not apply to proprietary
materials owned or licensed by the Contractor or its subsidiaries, subcontractors or
licensor, or unmodified commercial software that is available to the State on the open
market. Ownership rights to such materials shall not be affected in any manner by this
Agreement
4. Permissive Price Agreement and Quantity Guarantee
This Agreement is not an exclusive agreement. Purchasing Entities may obtain
computing system Products and Services from other sources during the agreement
term. The State of Minnesota, NASPO and WSCA make no express or implied
warranties whatsoever that any particular number of Purchase Orders will be issued or
that any particular quantity or dollar amount of Products or Services will be procured.
6. Order of Precedence
Each Purchase Order that is accepted by the Contractor shall become a part of the
Agreement as to the Products and Services listed on the Purchase Order only; no
additional terms or conditions will be added to this Agreement as the result of
acceptance of a Purchase Order. The Contractor agrees to accept all valid Purchase
Orders. In the event of any conflict among these documents, the following order of
precedence shall apply:
A. Executed Participating Addendum(s);
B. Terms and conditions of this Agreement, including Amendments;
C. Exhibits to this Agreement;
D. The list of Products and Services contained in the purchase order;
E. The request for proposals document; and
F. Contractor's proposal including best and final offer,
6. Payment Provisions
All payments under this Agreement are subject to the following provisions:
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A. Acceptance
A Purchasing Entity shall determine whether all Products and Services
delivered meet the Contractor's published specifications (a.k.a.
"Specifications"). No payment shall be made for any Products or Services
until the Purchasing Entity has accepted the Products or Services. The
Purchasing Entity will make every effort to notify the Contractor within
thirty (30) calendar days following delivery non -acceptance of a Product or
Service. In the event that the Contractor has not been notified within 30
calendar days from delivery of Product or completion of Service, the
Product and Services will be deemed accepted on the 318t day after
delivery of Product or completion f Services, except for Software which is
not pre -loaded on equipment which is accepted upon delivery.
B. Payment of Invoice
1. Payments shall be submitted to the Contractor at the address
shown on the invoice, as long as the Contractor has exercised due
diligence in notifying the State of Minnesota and/or the Purchasing Entity
of any changes to that address. Payments shall be made in accordance
with the applicable laws of the Purchasing Entity.
2. For Minnesota, per Minnesota Stat. § 16A.124 requires payment
within 30 days following receipt of an undisputed invoice, merchandise or
service, whichever is later. The ordering entity is not required to pay the
Contractor for any goods and/or services provided without a written
purchase order or other approved ordering document from the appropriate
purchasing entity. After the thirtieth day, interest may be paid on the
unpaid balance due to the Contractor at the rate of one and one-half
percent per month. The Purchasing Entity shall make a good faith effort to
pay within thirty (30) days on all undisputed invoices.
3. Payments may made via a Purchasing Entity's "Purchasing
Card
In the event an order is shipped incomplete (partial), the Purchasing Entity
shall pay for each shipment as invoiced by the Contractor unless the
Purchasing Entity has clearly specified "No Partial Shipments" on each
Purchase Order.
C. Payment of Taxes
Payment of taxes for any money received under this agreement shall be
the Contractor's sole responsibility and shall be reported under the
Contractor's federal and state tax identification numbers. If a Purchasing
Entity is not exempt from sales, gross receipts, or local option taxes for the
transaction, the Contractor shall be reimbursed by the Purchasing Entity to
the extent of any tax liability assessed.
The State of Minnesota State agencies are subject to paying Minnesota
sales and use taxes. Taxes for State agencies will be paid directly to the
Department of Revenue using Direct Pay Permit #1114.
D. Invoices
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Invoices shall be submitted to the Purchasing Entity at the address shown
on the Purchase Order. Invoices shall match the line items on the
Purchase Order.
7. Agreement Term
Pursuant to Minnesota law, the term of this Agreement shall be effective upon the date
of final execution by the State of Minnesota, through August 31, 2012. The Agreement
may be mutually renewed for two (2) additional one-year terms, or one additional two-
year term, unless terminated pursuant to the terms of this Agreement.
8. Termination
The following provisions are applicable in the event that the agreement is terminated.
A. Termination for Convenience
At any time, the State may terminate this agreement, in whole or in part,
by giving the Contractor (30) days written notice; provided, however,
neither the State nor a Purchasing Entity has the right to terminate a
specific purchase order for convenience after it has been issued if the
Product is ultimately accepted. At any time, the Contractor may terminate
this Agreement, in whole or in part, by giving the WSCA/NASPO Contract
Administrator sixty (60) days written notice. Such termination shall not
relieve the Contractor of warranty or other Service obligations incurred
under the terms of this Agreement. In the event of a cancellation, the
Contractor shall be entitled to payment, determined on a pro rata basis, for
work or Services satisfactorily performed and accepted:
B. Termination for Cause
Either party may terminate this Agreement for cause based upon material
breach of this Agreement by the other party, provided that the non
breaching party shall give the breaching party written notice specifying the
breach and shall afford the breaching party a reasonable opportunity to
correct the breach. If within thirty (30) days after receipt of a written notice
the breaching party has not corrected the breach or, in the case of a
breach that cannot be corrected in thirty (30) days, begun and proceeded
in good faith to correct the breach, the non -breaching party may declare
the breaching party in default and terminate the Agreement effective
immediately. The non -breaching party shall retain any and all other
remedies available to it under the law,
C. A Purchasing Entity's Rights
In the event this Agreement expires or is terminated for any reason, a
Purchasing Entity shall retain its rights in all Products and Services
accepted prior to the effective termination date.
D. The Contractor's Rights
In the event this Agreement expires or is terminated for any reason, a
Purchasing Entity shall pay the Contractor all amounts due for Products
and Services ordered and accepted prior to the effective termination date
or ordered before the effective termination date and ultimately accepted.
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9. Non -Appropriation
The terms of this Agreement and any purchase order issued for multiple years under
this Agreement is contingent upon sufficient appropriations being made by the
Legislature or other appropriate governing entity. Notwithstanding any language to the
contrary in this Agreement or in any purchase order or other document, a, Purchasing
Entity may terminate its obligations under this Agreement, if sufficient appropriations are
not made by the governing entity at a level sufficient to allow for payment of the goods
or Services due for multiple year agreements, or if operations of the paying entity are
being discontinued. The Purchasing Entity's decision as to whether sufficient
appropriations are available shall be accepted by the Contractor and shall be final and
binding.
A Purchasing Entity shall provide prior written notice, sixty (60) days if possible, of its
intent to terminate for reason cited above. Such termination shall relieve the Purchasing
Entity, its officers and employees from any responsibility or liability for the payment of
any further amounts under the relevant Purchase Order for undelivered Products and
Services.
10. Shipment and Risk of Loss
A. All deliveries shall be F.O.S. destination, prepaid and allowed, with all
transportation and handling charges included in the price of the Product and paid
by the Contractor. Responsibility and liability for loss or damage shall remain
with the Contractor until delivery to the identified ship to address when
responsibility and liability for loss shall pass to the Purchasing Entity except as to
latent defects, fraud and Contractor's warranty obligations:
B. Whenever a Purchasing Entity does not accept Products and returns them
to the Contractor, all related documentation furnished by the Contractor shall be
returned also. Unless otherwise agreed upon by the Purchasing Entity, the
Contractor is responsible for the pick-up of returned Products. The Contractor
shall bear all risk of loss or damage with respect to returned Products except for
loss or damage directly attributable to the negligence or wrongful intentional act
or omission of the Purchasing Entity.
C. Unless otherwise arranged between the Purchasing Entity and Contractor,
all Products shall be shipped within 3 to 5 days after receipt of a valid purchase
order, by a reliable and insured shipping company.
11. Warranties
A. The Contractor agrees to warrant and assume responsibility for each
Product that it licenses, or sells, to the Purchasing Entity under this Agreement in
accordance with the Contractor's standard warranties. The Contractor agrees to
take legal responsibility for the warranty and maintenance (under warranty) of all
Products furnished through this Agreement. Taking legal responsibility means
the Contractor, either directly or indirectly, must provide warranty and
maintenance call numbers, accept, process, and respond to those calls, and be ,
legally liable for and pay for those warranty and maintenance (under warranty)
activities as it applies to the standard warranty that comes with the Product. The
Contractor acknowledges that the Uniform Commercial Code applies to this
Agreement covering warranty. In general, the Contractor warrants that:
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1. The Product conforms to the specific technical information about the
Contractor's Products which is published in the Contractor's Product manuals or
data sheets.
2. The Product will meet mandatory specifications provided in writing to the
Contractor prior to reliance by the Participating Entity on the Contractor's
skill or judgment when it advised the Purchasing Entity about the
Product's ability to meet those mandatory specifications unless otherwise
noted in Contractor's proposed quote to the Participating Entity.
3. The Product will be suitable for the ordinary purposes for which such
Product is used,
4; The Product has been properly designed and manufactured for its
intended use, and
5. The Product is free of significant defects in material and workmanship.
6. The Product is in the legal possession of the Purchasing Entity, as defined
in Article 10 Shipment and Risk of loss, before any warranty period
begins.
7. Exhibit A contains warranties in effect as of the date of this Agreement.
The warranties will be limited in duration to the time period(s) provided in
Exhibit A. The warranties will not apply to use of a Product other than as
anticipated and intended by the Contractor, to a problem arising after
changes or modifications to the Products or operating system by any party
other than the Contractor (unless expressly authorized in writing by the
Contractor), or the use of a Product in conjunction or combination with
other Products or software not authorized by the Contractor. The following
is a list of the warranties attached as Exhibit A:
a) Product warranty
b) Software warranty
c) Procurve warranty
B. Contractor may modify the warranties described in Exhibit A from time to
time with the prior approval of the WSCA/NASPO Contract Administrator.
C. Warranty documents for Products manufactured by a third party shall be
delivered to the Purchasing Entity with the Products, as provided by the
Manufacturer.
D. The Contractor will provide the basic warranty coverage as listed in its
PSS. The HP -branded Products available in Bands 1 through 7 have a
manufacturer standard warranty period that ranges from one year to three years.
The Contractor offers the Purchasing Entities an ability to upgrade warranties, for
an additional fee, at the time of purchase of Products in the aforementioend
Bands. Contractor's Website lists the environmental certifications; and any self
registration claims of EPEAT (bronze minimum) and Energy Star compliance,
applicable to the respective Product.
12. Patent, Copyright, Trademark and Trade Secret Indemnification
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A. The Contractor shall defend, at its own expense, the State of Minnesota,
Participating and Purchasing Entities and their agencies against any claim
that any HP -Branded Product or Service provided under this Agreement
infringes any patent, copyright or trademark in the United States or Puerto
Rico, and shall pay all costs, damages and attorneys' fees that court
finally awards as a result of any such claim. In addition, if any third party
obtains a judgment against a Purchasing Entity based upon the
Contractor's trade secret infringement relating to any Product or Service
provided under this Agreement, the Contractor agrees to reimburse the
Lead State or Purchasing Entity for all costs, attorneys' fees and the
amount of the judgment. To qualify for such defense and/or payment, the
Lead State or Participating or Purchasing Entity shall:
1. Give the Contractor prompt written notice of any claim;
2. Allow the Contractor to control the defense or settlement of the
claim; and
3. Cooperate with the Contractor in a reasonable way to facilitate the
defense or settlement of the claim.
B. If any Products or Service becomes, or in the Contractor's opinion is likely
to become the subject of a claim of infringement, the Contractor shall at its
option and expense:
1. Provide a Purchasing Entity the right to continue using the Products
or Services;
2. Replace or modify the Products or Services so that it becomes non
infringing; or
3. Accept the return of the Products or Service and refund an amount
equal to the depreciated value of the returned Products or Service,
less the unpaid portion of the purchase price and any other
amounts, which are due to the Contractor. The Contractor's
obligation will be void as to any, Products or Services modified by
the Purchasing Entity to the extent such modification is the cause of
the claim.
C. The Contractor has no obligation for any claim of infringement arising'
from:
1 The Contractor's compliance with the Purchasing Entity's or by a
third party on the Purchasing Entity's behalf designs, specifications,
or instructions;
2. The Contractor's, use of technical information or technology
provided by the Purchasing Entity;
3. Product modifications by the Purchasing Entity or a third party;
4. Product use prohibited by Specifications or related application
notes; or
5. Product use with Products that are not the Contractor branded.
13. Price Guarantees
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The Purchasing Entities shall pay the lower of the prices contained in the PSS or
an Announced Promotion Price, Educational Discount Price, General Price
Reduction price, Trade -In price, or if applicable to Purchasing Entity its available
Standard Configuration price or Per Transaction Multiple Unit Discount. Only
General Price Reduction price decreases will apply to all subsequent Purchase
Orders accepted by Contractor after the date of the issuance of the General
Price Reduction prices.
The initial base -line and Cumulative Volume Discounts will be submitted to the
Lead State by the Contractor in a format agreeable to both parties. The
increased price discount represented in the Cumulative Volume Discount will
apply to all future orders, until the next level of cumulative volume is in effect.
14. Product and Service Schedule
The Contractor agrees to maintain the PSS in accordance with the following
provisions;
A. The PSS prices for Products and Services will conform to the guaranteed
prices discount levels on file with WSCA/NASPO Contract Administrator
for the following Products:
Band 1 Servers,
Band 2 - Workstations
Band 3 - Printers
Band 4 Storage Solutions
Band 5 - PDAs
Band 6-- Instructional Packages (Bundles)
Band 7 Monitors
Operating Systems
Local Area Networks
Digital Projectors
B. The Contractor may change the price of any Product or Service at any
time, based upon documented baseline price changes, but the guaranteed
price discount levels shall remain unchanged during the agreed period
unless or until prior approval is obtained from the WSCA/NASPO Contract
Administrator. The Contractor agrees that the PSS on the State's
administration website shall contain a single, uniform WSCA price for
configurations and items. Failure to comply with this requirement will be
grounds for further action to be taken against the Contractor.
C. The Contractor may make model changes; add new Products, and
Product upgrades or Services to the PSS in accordance with Item 15.
Product Substitutions, below. The pricing for these changes shall
incorporate, to the extent possible, comparable price discount levels
approved by the WSCA/NASPO Contract Administrator for similar
Products or Services.
D. The Contractor agrees to delete obsolete and discontinued Products from
the PSS on a timely basis.
E. The Contractor shall maintain the PSS on a Contractor supplied Internet
web site.
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15. Product Substitutions
A. Substitution of units/configurations
MMD and the WSCA Directors acknowledge that individual units and
configurations may stop being produced during the life of the resulting
contracts. Substitution of different units and configurations will be
permitted with the prior written approval of the WSCAMASPO Contract
Administrator. This substitution is at the sole discretion of the
WSCA/NASPO Contract Administrator, subject only to review and
approval of the WSCA/NASPO Contract Administrator.
B. Addition of units/configurations
MMD and the WSCA Directors acknowledge that with the evolution of
technology, new, emerging units and configurations will develop. Addition
of these new, emerging units may be permitted, with the prior approval of
the WSCAMASPO Contract Administrator and the WSCA Directors. The
addition of new, emerging units and configurations is at the sole discretion
of the WSCAMASPO Contract Administrator, subject only to review and
approval of the WSCA Directors.
16. Technical Support
The Contractor agrees to maintain a toll -free technical support telephone line.
The line shall be accessible to Purchasing Entity personnel who wish to obtain
competent technical assistance regarding the hardware and software installation
or operation of Products supplied by the Contractor during the Product warranty
period or during a support agreement.
17. Takeback and Other Environmental Programs
The Contractor agrees to maintain for the term of this Agreement, and all
renewals/extensions thereof, programs as described in their response to the
RFP, including but not limited to the following paragraphs.
A. Takeback/Recycling of CPUs, servers, monitors, flat panel displays,
notebook computers, and printers. Costs are list on the web site.
B. Environment: Compliance with the following standards: Blue Angel,
EcoLogo, Energy Star, EPEAT (by level), Green Guard, Nordic Swan, and TCO.
C. Product labeling of compliance with Items B above, as well as a
identification of such information on the web site.
18. Product delivery
Contractor agrees to make a reasonable effort to deliver Products to Purchasing
Entities within twenty (20) business days or less after receipt of a valid Purchase
Order, or in accordance with the schedule in the Purchasing Entity's Purchase
Order, where the timeframe for required delivery is greater than twenty (20)
business days or as otherwise mutually agreed by the Purchasing Entity and
Contractor.
19. Force Majeure
Neither party hereto shall be considered in default in the performance of its
15 of 42
obligations hereunder to the extent that performance of any such obligations is
prevented or delayed by acts of God, war, riot or other causes beyond the
reasonable control of the party unless the act or occurrence could have been
reasonably foreseen and reasonable action could have been taken to prevent the
delay or failure to perform. A party defaulting under this provision must provide
the other party prompt written notice of the default and take all necessary steps
to bring about performance as soon as practicable.
20. Records and Audit
Per Minn. Stat. § 16C.05, Subd. 5, the books, records, documents, and
accounting procedures and practices of the Contractor and its employees,
agents, or subcontractors relevant to the Minnesota transactions must be made
available and subject to examination by the contracting agency or its agents, the
Legislative Audit and/or the State Auditor fora minimum of six years after the end
of the Contract or transaction.
Unless otherwise required by other than Minnesota Purchasing Entity governing
law, such records relevant to other Purchasing Entity transactions shall be
subject to examination by appropriate government authorities for period of
three years from the date of acceptance of the Purchase Order.
21. Independent Contractor
The Contractor and its agents and employees are independent contractors and
are not employees of the State of Minnesota or of any Participating Entity. The
Contractor has no authorization, express or implied to bind the Lead State,
NASPO, WSCA or participating entity to any agreements,settlements, liability or
understanding with other third parties whatsoever, and agrees not to perform any
acts as agent for the Lead State, NASPO, WSCA, or Participating Entity, except
as expressly set forth herein. The Contractor and its agents and employees shall
not accrue leave, retirement, insurance, bonding, use of state vehicles, or any
other benefits afforded to employees of the Lead State or Participating Entity as
a result of this Agreement.
22. Use of Servicing Subcontractors
The Contractor may subcontract Services and purchase order fulfillment and/or
support in accordance with the following paragraphs. However, the Contractor
shall remain solely responsible for the performance of this Agreement.
A. Reseller Agent, Service Provider or Servicing Subcontractors shall be
identified individually or by class in the applicable Participating Addendum,
or as noted in the Participating Addendum on the Purchasing Entities
extranet site. The ordering and payment process for Products or Services
shall be defined in the Participating Addendum.
23. Payments to Subcontractors
In the event the Contractor hires subcontractors to perform all or some of the
duties of this Contract, for state agency Purchase Entities in the Lead State, the
Contractor understands that in accordance with Minn. Stat. § 16A.1245 the
Contractor shall, within ten (10) days of the Contractor's receipt of payment from
the Lead State Purchasing Entity, pay all subcontractors having an interest in the
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applicable Purchase Order their share of the payment for undisputed Services
provided by the subcontractors. The Contractor is required to pay interest of 1-
1/2 percent per month or any part of a month to the subcontractor on any
undisputed amount not paid on time to the subcontractor. The minimum monthly
interest penalty payment for an unpaid, undisputed balance of $100 or more will
be $10. For an unpaid balance of less than $100, the amount will be the actual
penalty due. A subcontract that takes civil action against the Contractor to collect
Interest penalties and prevails will be entitled to its costs and disbursements,
including attorney's fees that were incurred in bringing the action The Contractor
agrees to take all steps necessary to comply with said statute. A consultant is a
subcontractor under this Contract. Notwithstanding, for the purposes of this
Section 23, this section shall not apply to Contractor's obligations to its business
development partners, including its authorizedreseilers and service providers,
where Contractor's obligations to its partners are bound by the terms of a
separate business development partner agreement between the partner and the
Contractor. In the event the Contractor fails to make timely payments to a
subcontractor, the State may, at its sole option and discretion, pay a
subcontractor or supplier any amounts due from the Contractor and deduct said
payment from any remaining amounts due the Contractor. Before any such
payment is made to a subcontractor or supplier, the State shall provide the
Contractor written notice that payment will be made directly to a subcontractor. If
there are not remaining outstanding payments to the Contractor, the State shall
have no obligation to pay or to see to the payment of money to a subcontractor
except as may otherwise be required by law.
The Contractor shall ensure that the subcontractor transfers all intellectual or
industrial property rights, including but not limited to any copyright it may have in
the work performed under this Contract, consistent with the intellectual property
rights and ownership sections of this Contract. In the event the Contractor does
not obtain the intellectual property rights of the subcontractor consistent with the
transfer of rights under this Contract, the State may acquire such rights directly
from the subcontractor. Any and all costs associated with such a direct transfer
may deducted from any amount due the Contractor.
24. Indemnification, Hold Harmless and Limitation of Liability
The Contractor shall indemnify, protect, save and hold harmless the Lead State,
Participating Entities, and its agencies and employees, from any and all claims or
causes of action, including attorney's fees for personal injury or damage to real
or tangible personal property arising from the negligent or willful acts or
omissions of performance of the Contract by the Contractor or its agents,
employees, or subcontractors. This clause shall not be construed to bar any
legal remedies the Contractor may have with the State's or Participating Entities'
failure to fulfill its obligations pursuant to the Contract.
Contractor, its principals, members and employees shall not be liable to the State
or any Purchasing Entity, unless otherwise stated in the applicable Participating
Addendum, for any actions, damages, claims, liabilities, costs, expenses, or
losses in any way arising out of or relating to this Contract or the goods provided
or Services performed hereunder for any amount in excess of the greater of two -
million dollars ($2,000,000) or the value of the Purchase Entity's purchase order
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used to acquire the Products and Services that are the subject of the Purchasing
Entity's claim. Contractor's liability for damage to real or tangible property
incurred on a per order basis shall not exceed two -million dollars. This limitation
of liability does not apply to damages for bodily injury or death caused by the
Contractor's negligence, or to Contractor's obligation to indemnify, defend and
hold the State harmless against intellectual property infringement or copyright
claims under paragraph 12 of this Agreement. This indemnification does not
include liabilities caused by the State's or Purchasing Entity's negligence, or
intentional wrong doing. In no event shall the Contractor be liable for any
indirect, special, punitive, or consequential damages arising out of this Contract
or the use of the Products or Services purchased by the Purchasing Entity
hereunder;
26. Amendments
Contract amendments shall be negotiated by the State with the Contractor
whenever necessary to address changes in the terms and conditions, costs;
timetable, or increased or decreased scope of work. This Agreement shall be
amended only by written instrument executed by the parties. An approved
Contract amendment means one approved by the authorized signatories of the
Contractor and the State as required by law.
26. Scope of Agreement
This Agreement incorporates all of the agreements of the parties concerning the
subject matter of this Agreement. No prior agreements, verbal or otherwise, of
the parties or their agents shall be valid or enforceable unless embodied in this
Agreement.
27. Severability
If any provision of this Contract, including items incorporated by reference, is
found to be illegal, unenforceable, or void, by a court of competent jurisdiction
then both the State and the Contractor shall be relieved of all obligations arising
under such provision. If the remainder of this Contract is capable of
performance, itshall not be affected by such declaration or finding and shall be
fully performed.
28. Enforcement of AgreementlWaivers
A. No covenant, condition, duty, obligation, or undertaking contained in or
made a part of this Contract shall be waived except by the written consent
of the parties. Forbearance or indulgence in any form or manner by either
party in any regard whatsoever shall not constitute a waiver of the
covenant, condition, duty, obligation, or undertaking to be kept, performed,
or discharged by the other party. Until complete performance or
satisfaction of all such covenants, conditions, duties, obligations, and
undertakings, the forebearing/indulging party shall have the right to invoke
any remedy available under law or equity, notwithstanding any such
forbearance or indulgence.
B. Waiver of any breach of any provision of this Contract shall not be
deemed a waiver of any prior or subsequent breach. No term or condition
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of this Contract shall be held to be waived, modified, or deleted except by
an instrument, in writing, signed by the parties hereto:
C. Neither party's failure to exercise any of its rights under this
Contract will constitute or be deemed a waiver or forfeiture of those rights.
29. Web Site Maintenance
A. The Contractor agrees to maintain and support an Internet website linked
to the State's administration website for access to the PSS, service
selection assistance, problem resolution assistance, billing concerns,
configuration assistance, Product descriptions, Product specifications and
other aids described in the RFP, and/or in accordance with instructions
provided by the WSCA/NASPO Contract Administrator. The Contractor
agrees that the approved PSS on the State's administration website shall
contain a single, uniform W11SCA price for configurations and items.
Failure to comply with this requirement will be grounds for further action to
be taken against the Contractor.
B. The Contractor agrees to maintain and support Participating State and
Entity Internet websites for access to the specific Participating Entity PSS,
as well as all other items listed in Item 29A. above. The website shall
have the ability to hold quotes for 45 days, as well as the ability to change
the quote.
C. The Contractor may provide electronic commerce assistance for the
electronic submission of Purchase Orders, purchase order tracking and
reports.
D. The Contractor may not make changes to the website format as defined in
Contractor's RFP Section 4, Electronic Commerce response without
notifying the WSCA/NASPO Contract Administrator and receiving written
approval of the changes.
30. Equal Opportunity Compliance
The Contractor agrees to abide by all applicable federal laws, and the laws,
regulations, and executive orders pertaining to equal employment opportunity, of
the state in which its primary place of business is located. In accordance with
such laws, regulations, and executive orders, the Contractor agrees that no
person in the United States shall, on the grounds of race, color, religion, national
origin, sex, age, veteran status or handicap, be excluded from employment with
or participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity performed by the contractor under
this Agreement. If the Contractor is found to be not in compliance with these
requirements during the life of this Agreement, the Contractor agrees to take
appropriate steps to correct these deficiencies.
The Contractor certifies that it will remain in compliance with Minn. Stat. §
363A.36 during the life of the Contract.
31. Governing Law
This Agreement shall be governed and construed in accordance with the laws of
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the Lead State. The construction and effect of any Participating Addendum or
order against this Agreement shall be governed by and construed in accordance
with the laws of the Purchasing Entity's state. Venue for any claim, dispute or
action concerning the construction and effect of the Agreement shall be in the
Lead State. Venue for any claim, dispute or action concerning an order placed
against this Agreement or the effect of a Participating Addendum shall be in the
Purchasing Entity's state.
32. Change in Contractor Representatives
Contractor shall appoint a primary representative, Contractor WSCA Program
Manager, to work with the WSCA/NASPO Contract Administrator to maintain,
support and market this Agreement. The Contractor shall notify the
WSCA/NASPO Contract Administrator of changes in the Contractor primary
representative, Contractor WSCA Program Manager, in writing, and in advance if
possible. The State reserves the right to require a change in Contractor's then -
current primary representative if the assigned representative is not, in the opinion
of the State, adequately serving the needs of the Lead State and the
Participating Entities.
33. Release The Contractor, upon final payment of the amount due under this Agreement,
releases the Lead State and Participating Entities, its officers and employees,
from all contractual liabilities, claims and obligations whatsoever arising from or
under this Agreement. The Contractor agrees not to purport to bind the Lead
State or any Participating Entity to any obligation, unless the Contractor has
express written authority to do so, and then only within the strict limits of the
authority.
34. Data Practices
A. The Contractor and the Lead State must comply with the Minnesota
Government Data Practices Act, `Minn. Stat. Ch. 13 (and where applicable,
if the state contracting party is part of the judicial branch, with the Rules of
Public Access to Records of the Judicial Branch promulgated by the
Minnesota Supreme Court as the same may be amended from time to
time) as it applies to all data provided by the Lead State to the Contractor
and all data provided to the Lead State by the Contractor. In addition, the
Minnesota Government Data Practices Act applies to all data created,
collected, received, stored, used, maintained or disseminated by the
Contractor in accordance with this Contract that is private, nonpublic,
protected nonpublic, or confidential as defined by the Minnesota
- Government Data Practices Act, Ch. 13 (and where applicable, that is not
accessible to the public under the Rules of Public Access to Records of
the Judicial Branch).
B. In the event the Contractor receives a request to release the data referred
to in this article, the Contractor must immediately notify the State. The
State will give the Contractor instructions concerning the release of the
data to the requesting party before the data is released.
C. Sections 34.A through B above apply to transactions between Contractor
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and applicable Lead State Purchasing Entities. Contractor agrees to be
bound by the statutorily required data practices requirements as outlined
in the Participating Addendum of a Participating State or Participating
Entity.
E. Notwithstanding the above, the parties agree that any confidential
information required to be exchanged will be done so under the terms of a
mutually agreed upon, signed confidentiality agreement:
35. Organizational Conflicts of Interest
A. The Contractor warrants that, to the best of its knowledge and belief, and
except as otherwise disclosed, there are not relevant facts or
circumstances which could give rise to organizational conflicts of interest.
An organizational conflict of interest exists when, because of existing or
planned activities or because of relationships with other persons:
• a Contractor is unable or potentially unable to render impartial
assistance or advice to the State;
• the Contractor's objectivity in performing the work is or might be
otherwise impaired; or
• the Contractor has an unfair competitive advantage.
a. The Contractor agrees that if an organizational conflict of interest is
discovered after award, an immediate and full disclosure in writing shall be
made to the Assistant Director of the Department of Administration's
Materials Management Division that shall include a description of the
action the Contractor has taken or proposes to take to avoid or mitigate
such conflicts. If an organizational conflict of interest is determined to
exist, the State may, at its discretion, cancel the Contract. In the event the
Contractor was aware of an organizational conflict of interest prior to the
award of the Contract and did not disclose the conflict to the
WSCA/NASPO Contract Administrator, the State may terminate the
Contract for default. The provisions of this clause shall be included in all
subcontracts for work to be performed, and the terms "Contract,"
"Contractor," and ' WSCA/NASPO Contract Administrator" modified
appropriately to preserve the State's rights.
36. Replacement Parts
Unless otherwise restricted in a Participating Addendum or maintenance service
agreement, replacement parts may be manufacturer -certified refurbished parts
carrying OEM warranties.
37. FCC Certification
The Contractor agrees that Equipment supplied by the Contractor meets all
applicable FCC Certifications. Improper, falsely claimed or expired FCC
certifications are grounds for termination of this Agreement for cause.
38. Site Preparation
A Purchasing Entity shall prepare and maintain its site in accordance with written
instructions furnished by the Contractor prior to the scheduled delivery date of
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any Products and shall bear the costs associated with the site preparation.
39. Assignment
The Contractor shall not sell, transfer, assign, or otherwise dispose of this
Contract or any portion hereof or of any right, title, or interest herein without the
prior written consent of the State's authorized agent. Such consent shall not be
unreasonably withheld. The Contractor shall give written notice to the State's
authorized agent of such a possibility at least 30 days prior to the sale, transfer,
assignment, or other disposition this Contract. Failure to do so may result in
the Contractor being held in default. This consent requirement includes
reassignment of this Contract due to a change in ownership, merger, or
acquisition of the Contractor or its subsidiary or affiliated corporations. This
section shall not be construed as prohibiting the Contractor's right to assign this
Contract to corporations to provide some of the Services hereunder.
Notwithstanding the foregoing acknowledgment, the Contractor shall remain
solely liable for all performance required and provided under the terms and
conditions of this Contract. The Contractor may assign payments in accordance
with specific provisions stated in a Participating Addendum.
40. WSCAMASPO Contract Administrator
The State shall appoint an WSCAMASPO Contract Administrator whose duties
shall include but not be limited to the following
A. The WSCAINASPO Contract Administrator may provide instructions
concerning the contents of the Contractor's website.
B. The WSCAMASPO Contract Administrator will facilitate dispute resolution
between the Contractor and Purchasing Entities. Unresolved disputes
shall be presented to the State for facilitation of resolution.
C. The WSCAMASPO Contract Administrator shall promote and support the
use of this Agreement by NASPO members and other Participating
Entities.
D. The WSCA/NASPO Contract Administrator shall advise the State
regarding the Contractor's performance under the terms and conditions of
this Agreement.
E. The WSCAMASPO Contract Administrator shall receive and approve
quarterly price agreement utilization reports and the administration fee
payments.
F. The WSCAMASPO Contract Administrator shall periodically verify the
Product and Service prices in the PSS conform to the Contractor's volume
price and other guarantees, The WSCAMASPO Contract Administrator
may require the Contractor to perform web site audits to accomplish this
task.
G. The WSCAINASPO Contract Administrator shall conduct annual
Contractor performance reviews.
M. The WSCAMASPO Contract Administrator shall maintain an Agreement
administration website containing timely and accurate information.
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41. Survival
The following rights and duties of the State and Contractor will survive the
expiration or cancellation of the resulting Contract. These rights and duties
include, but are not limited to Paragraph 12.. Patent, Copyright, Trademark and
Trade Secret Indemnification; Paragraph 20. Records and Audit; Paragraph 24.
Indemnification, Hold Harmless, and Limitation of Liability; Paragraph 31,
Governing Law; Paragraph 34. Data Practices; and Paragraph 52. Right to
Publish. Software licenses, warranty, and service agreements that were entered
in to under the terms and conditions of the Agreement shall survive this
Agreement.
42. Succession
This Agreement shall be entered into and be binding upon the successors and
assigns of the parties.
43. Notification
A. if one party is required to give notice to the other under the Contract, such
notice shall be in writing and shall be effective upon receipt. Delivery may
be by certified United States mail or by hand, in which case a signed
receipt shall be obtained. A facsimile transmission shall constitute
sufficient notice, provided the receipt of the transmission is confirmed by
the receiving party. Either party must notify the other of a change in
address for notification purposes. All notices shall be addressed as
follows:
To MMD:
Department of Administration
Materials Management Division
Bernadette Kopischke, CPPB
Acquisitions Supervisor
50 Sherburne Avenue
112 State Administration Building
St. Paul, MN 55155
Fax: 651.297.3996
Email: bemie,ko,pischke@state.mn.us
To Contractor:
Debra Lee
HP Contract Program Manager
442 Swan Blvd.
Deerfield, IL 60015
Fax: 281-927-5213
Email: debra.lee0ft,com
44. Reporting and Fees
A. Administration Reporting and Fees
1. The Contractor agrees to provide monthly utilization reports to the
23 of 42
WSCA/NASPO PC Contracts Reporting person and the
WSCA/NASPO Contract Administrator by the 15th of the month
following the end of the previous month. (Ex. Purchases during
January are reported by the 15th of February; purchases made
during February are reported by the 15th of March; etc.). Reports
submitted within five (5) days of the report due date shall not be
deemed as a default by Contractor. The report shall be in the
format developed by the Lead State and supplied to the Contractor
for its review and mutual written consent to implement. Contractor
shall be released from reporting on the Lead State requested Fields
of LIST PRICE/MSRP/CATALOG PRICE and ORDER TYPE
(debits/credits) until such time as Contractor automated reporting
tools have the capability to include the Field in its reports.
Contractor will have the automated reporting capabilities to include
the aforementioned Fields within nine (9) to twelve (12) months of
the commencement of this Contract. Notwithstanding the
foregoing, Contractor will commence reporting on the requested
Fields once Contractor's automated reporting tools are capable.
2. The Contractor agrees to provide quarterly Administrative Fee
check payable to WSCA/NASPO for amount equal to one -
twentieth of one percent (0.0005) of the net sales for the period.
The form to be submitted with the check, as well as the mailing
address, has been supplied to the Contractor. Payment shall be
made in accordance with the following schedule:
Period End Admin Fee Due
June 30 July 39
September 30 October 31
December 31 January 31
March 31 April 30
3. The Contractor agrees to include all Reseller Agent sales in the
monthly utilization reports described above. In addition, the
Contractor agrees to provide a supplemental Reseller Agent
utilization report of the net sales for the period subtotaled by
Purchasing Entity name, within Purchasing Entity state name by
Reseller Agent Name,
4. Subject to Contractor's automated reporting tools capabilities, the
Contractor will use reasonable commercial efforts to provide the
EPEAT and Energy Start environmental information shown in a
mutually agreed upon report format; as well as a supplemental
report of the number and type of units taken back in a format to be
mutually agreed to. Reporting on this information will occur no
more than once quarterly, and will commence once Contractor has
the capability to generate automated reports to include this
information for its US based customers.
5. The utilization reports shall be submitted to the WSCA/NASPO PC
Contracts Reporting person and the WSCA/NASPO Contract
24 of 42
Administrator via electronic mail in a Microsoft Excel spreadsheet
format, or other methods such as direct access to Internet or other
databases.
6. If requested by the WSCA/NASPO Contract Administrator, the
Contractor agrees to provide supporting Purchase Order detail
records on mutually agreed magnetic media in a mutually agreed
format. Such request shall not exceed twelve per year.
7 The failure to file the utilization reports and fees on a timely basis
shall constitute grounds for the removal of the Contractor's primary
representative, suspension of this Agreement or termination of this
Agreement for cause.
B. The WSCA/NASPO Contract Administrator shall be allowed access`
to all reports from all Purchasing Entities.
B. Participating Entity Reports and Fees
1. Participating Entities may require an additional fee be paid directly
to the State on purchases made by Purchasing Entities within that
State. For all such requests, the fee level, payment method and
schedule for such reports and payments shall be incorporated in to
the Participating Addendum that is made a part of this Agreement.
The Contractor may adjust PSS pricing accordingly for purchases
made by Purchasing Entities within the jurisdiction of that State. All
such agreements shall have no affect whatsoever on the WSCA fee
or the prices paid by the Purchasing Entities outside the jurisdiction
of the State requesting the additional fee.
2. Purchasing Entities will be encouraged to use the reporting format
developed by the lead State for their reporting needs. However,
the Contractor agrees to provide additional reports to Purchasing
Entities upon agreement by both parties as to the content and
delivery methods of the report. Methods of delivery may include
direct access to Internet or other databases:
3. Each State Purchasing Entity shall be allowed access to reports
from all entities within that State.
46. Default and Remedies
A. Any of the following shall constitute cause to declare this Agreement or
any order under this Agreement in default:
1. Consistent Nonperformance of contractual requirements; or
2 A material breach of any term or condition of this Agreement.
B. A written notice of default, and an opportunity to cure, within 30-days
notification of the written notice, shall be issued by the party claiming
default, whether the Lead State (in the case of breach of the entire
Agreement), a Participating Entity (in the case of a breach of the
participating addendum), the Purchasing Entity (with respect to any order),
or the Contractor. Time allowed for cure shall not diminish or eliminate
any liability for liquidated or other damages.
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C. If the default remains after the opportunity for cure, the non -defaulting
party may:
1. Exercise any remedy provided by law or equity;
2. Terminate the Agreement, a Participating Addendum, or any
portion thereof, including any Purchase Orders issued against the
Agreement;
3. Impose liquidated damages, as mutually agreed to by the parties,
as specified in amendment to the Participating Addendum;
4. In the case of default by the Contractor, and to the extent permitted
by the law of the Participating State or Purchasing Entity, suspend
Contractor from receiving future solicitations from within the
Participating Entities jurisdiction.
5. Charge the defaulting Contractor the full increase in cost and
administrative handling to purchase the product or service from
another Contractor. The Purchasing Entity shall take reasonable
actions to mitigate the cost to re -procure.
D. The MMD reserves the right, upon approval of the WSCA Directors, to
develop and implement a step-by-step process to deal with Contractor
failure to perform issues.
46. Audits
A. Website Pricing Audit
The Contractor agrees to assist the WSCAINASPO Contract Administrator
.or designee with web site Product and pricing audits based on the
requirements: described in Exhibit E Website Price audit requirements.
Pricing is audited on a quarterly basis.
1. The product audit will closely monitor the Products and Services
listed on the website to insure they comply with the approved
Products and Services. The addition of Products or Services not
approved by the WSCAMASPO Contract Administrator will not be
tolerated and may be considered a material breach of this
Agreement.
B. Sales Audit
The Contractor further agrees to provide sales audit reports based on the
formulas described in Exhibit E - Sales audit report format.
C. Upon request, the Contractor agrees to assist Participating Entities with
invoice audits to ensure that the Contractor is complying with this
Agreement in accordance with mutually agreed procedures set forth in the
Participating Addendum.
47. Extensions
If specifically authorized by provision in a Participating Addendum, Contractor
may, at the sole discretion of Contractor and in compliance with the laws of the
Participating State, offer Products and Services to non-profit organizations,
26 of 42
private schools, Native American governmental entities, government employees
and students within the governmental jurisdiction of the entity completing the
Participating Addendum with the understanding that the State has no liability
whatsoever concerning payment for Products or Services.
48. Sovereign Immunity
The State does not waive its sovereign immunity by entering into this Contract
and fully retains all immunities and defenses provided by law with regard to any
action based on this Contract.
49.. Ownership
A. Nothing in this Contract shall be construed as transferring any right, title,
or interest in either Party's, any Purchasing Entity's, or their third party's
confidential information, pre-existing intellectual property, trademarks,
copyrights, intellectual property or other proprietary interest.
50. Prohibition Against Gratuities
A. The State may, by written notice to the Contractor, terminate the right of
the Contractor to proceed under this Contract if it is found by the State that
gratuities in the form of entertainment, gifts; or otherwise were offered or
given by the Contractor or any employee, agent, or representative of the
Contractor to any officer or employee of the State with a view toward
securing this Contract, or securing favorable treatment with respect to the
award or amendment of this Contract, or the making of any determinations
with respect to the performance of this Contract.
B, The Contractor certifies that no elected or appointed official or employee
of the State has benefited or will benefit financially or materially from this
Contract. This Contract may be terminated by the State if it is determined
that gratuities of any kind were either offered to or received by any of the
aforementioned individuals from the Contractor, its agent, or its
employees,
51. Antitrust
The Contractor hereby assigns to the State any and all claims for overcharges as
to goods and/or Services provided in connection with this Contract resulting from
antitrust violations which arise under antitrust laws of the United States and the
antitrust laws of the State.
57. Right to Publish
A. Any publicity given to the program, publications or Services provided
resulting from the Contract, including but riot limited to notices,
informational pamphlets, press releases, research, reports, signs, and
similar public notices prepared by or for the Contractor, or its employees
individually or jointly with others, or any subcontractors or resellers shall
identify the State as the sponsoring agency and shall not be released,
unless such release is a specific part of an approved work plan included in
the Contract prior to its approval by the WSCA/NASPO Contract
Administrator.
B. The Contractor shall not make any representations of the State's opinion
27 of 42
or position as to the quality or effectiveness of the Products and/or
Services that are the subject of this Contract without the prior written
consent of the WSCA/NASPO Contract Administrator. Representations
include any publicity, including but not limited to advertisements, notices,
press releases, reports, signs, and similar public notices.
53. Performance While Dispute is Pending
Notwithstanding the existence of a dispute, the parties shall continue without
delay to cant' out all of their responsibilities under this Contract that are not
affected by the dispute. If a party falls to continue without delay to perform its
responsibilities under this Contract, in the accomplishment of all undisputed
work, any additional cost incurred by the other parties as a result of such failure
to proceed shall be borne by the responsible party.
54. Hazardous Substances
To the extent that the goods to be supplied to the Purchasing Entity by the
Contractor contain or may create hazardous substances, harmful physical agents
as set forth in applicable State and federal laws and regulations, the Contractor
must provide the Purchasing Entity, upon request, with Material Safety Data
Sheets regarding those substances (including mercury).
55. Customer Satisfaction/Complaint Resolution
A. The Contractor's process for resolving complaints concerning Products,
support, and billing problems is attached as Exhibit B.
B. The Contractor will survey its customers in each Participating State
approximately two (2) months prior to the annual meeting with the
Contract Administrator using, at a minimum, the survey questions
provided by the State.
66. Value Added Services
The Contractor is expected to provide such Services as installation, training, and
software imaging upon request of the Purchasing Entity. Additional Value Added
Services offered by the Contractor are attached as Exhibit C.
57. E-Rate Program
The Contractor's E-Rate identification number and list of E-Rate qualifying
Products is as follows:
HP E-Rate Spin Number: 143007617
,HP FCC Registration Number: 0012062535
Qualifying Products:
HP ProLiant Servers
HP ProCurve Network Electronics
HP Services for eligible Products (Installation, Maintenance, Training,
Infrastructure design
The Contractor shall make every effort to continue its involvement in this program
and to add Products as applicable.
28 of 42
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date of execution by the State of Minnesota Commissioner of Administration,
below.
1. HEWLETT-PACKARD COMPANY 2. MATERIALS MANAGEMENT DIVISION
The Contractor certifies that the appropriate person(s) In aocordance with Minn. Stat. § I6C.03, Subd. 3.
have executed this Agreement on behalf of the Contractor
as required by applicable articles, bylaws, resolutions, Revn4waz�"
By:/Il
By: Title: Acuisitions SuDervisor
Title: S2. I iie..c P& b¢a/" Date: C/
Date: Ii 5 3. COMMISSIONER OF ADMINISTRATION
Or delegated representative.
Date:
Original signed
JUL 0 2 2009
By Brenda Willard..
EXHIBIT A - ADDITIONAL WARRANTIES and SUPPORT SERVICES
A Warranty Information
—1-Warranty Information is available at the following URLs:
• Product warranty URL link:
htto://h20000.ww.w2 hl2com/bizsunnorYTechSul2l2oLtDGcument iso?obiectlD=c00383139&Iang=
en&cc=us&taskld=&prodSeriesld=316617&prodD ej eld=12454.
• Software warranty URL link:
http://docs.hp.conUen/5991-6026/ChOl sO6.html?jumpid=reg_R1002_USEN
• Procurvewarranty `URL link:
httpa/www. procurve.comMarranty
2. GENERAL WARRANTY PROVISIONS:
a. Warranty StateM2nts. HP limited warranty statements for Hardware, Software, Support, and
Professional Services, as applicable, are available with Products, on quotations, or upon request.
The limited warranties are .subject to the terms, limitations, and exclusions contained in the limited
warrantystatement provided for the Product in the country where that Product is located when the
warranty claim is made. A different limited warranty statement may apply and be quoted if the
Product Is purchased as part of a system.
b. Transfer. Warranties are transferable to another party for the remainder of the warranty period
subject to HP license transfer policies and any assignment restrictions:
c., Delivery Date. Warranties begin on the date of delivery, or for Hardware on the date of installation if
installed by HP. If Customer schedules or delays such installation by HP more than thirty (30) days
after delivery, Customer's warranty period will begin on the 31st day after delivery.
d. HP warrants that it will perform Professional Services using generally recognized commercial
practices and standards. HP will re -perform any Professional Services not performed in accordance
with the foregoing warranty provided that HP receives written notice from Customer within thirty (30)
days after such professional Services were performed. This will be Customer's sole and exclusive
remedy for a breach of the foregoing warranty.
e. Warranty Exclusions. HP is not obligated to provide warranty services or Support for any claims
resulting from
1. improper site preparation, or site or environmental conditions that do not conform to HP's site
specifications;
2. Customer's non-compliance with Specifications or Transaction Documents;
3. improper or inadequate maintenance or calibration;
4. Customer or third -party media; software, interfacing, supplies, or other products;
5. modifications not performed or authorized by HP;
6. virus, infection, worm or similar malicious code not introduced by HP; or
7. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical
disturbances, transportation by Customer, or other causes beyond HP's control.
f. Non -HP Branded Products and Services. HP provides third -party Products, software, and Services
that are not HP Branded "AS IS" without warranties of any kind, although the original manufacturers
or third party suppliers of such Products, software and Services may provide their own warranties.
Disclairger. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED
IN THIS AGREEMENT ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS
EXPRESSED OR IMPLIED BY HP OR MAY BE INFERRED FROM A COURSE OF DEALING OR
USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW HP DISCLAIMS ALL IMPLIED
WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT.
30 of 42
B. Support Services
1. SUPPORT SERVICES
a. Description of Supggrt. HP will deliver Support according to the description of the offering, eligibility
requirements, service limitations, and Customer responsibilities described in the relevant
Transaction Documents.
b. Ordering Sunoo . Customer may order Support:
1. at the time of Product purchase, or prior to installation of Products for which Support is being
purchased, for a fixed term (may be referred to as "HP Care Pack");
2. after the time of Product purchase, for either a fixed term or an initial term that may be renewed
(maybe referred to as "HP Contractual Services");
3. on a per -event basis; or
4. at any time, when agreed non-standard Support has been offered by HP for the Customer
according to a Statement of Work (also known as "Custom Support") or as otherwise offered by
HP.
c. Cancellation. Customer may cancel Support orders or delete Products from Support upon thirty
(30) days written notice, unless' otherwise stated in a Transaction Document. HP may discontinue
Support for Products and specific Support services no longer included In HP's Support offering
upon sixty (60) days written notice, unless otherwise agreed. If Customer cancels prepaid Support,
HP will refund Customer a pro-rata amount for the unused prepaid Support, less any early
termination fees or subject to any restrictions set forth in a Transaction Document.
d. Return to Support. If Customer allows Support to lapse, HP may charge Customer additional fees
to resume Support or require Customer to perform certain hardware or software upgrades. HP will
review and assess whether such fees are required, and explain these to Customer at the time of
the request to return to Support.
e. Local Availability. Customer may order Support from HP's current Support offerings. Some
offerings, features, and coverage (and related Products) may not be available in all countries or
areas.
f. Support Warranty. HP warrants that it will perform Support using generally recognized commercial
practices and standards.
g. Exclusive Remedies. HP will re -perform Support not performed in accordance with the warranty
herein. This, sub -section 1.g states HP's entire liability for Support warranty claims.
2. PRICING, SERVICES, AVAILABILITY, AND INVOICING
a Pricing. Except for prepaid Support or as otherwise stated In a Transaction Document, HP may
change Support prices upon sixty (60) days written notice.
b. Additional Services. Additional services performed by HP at Customer's request that are not
included in Customer's purchased Support will be chargeable at the applicable published service
rates for the country where the service is performed. Such additional services include but are not
limited to:
1. Customer requests for Support after HP's local standard business hours (unless Customer has
specifically purchased after-hours coverage for the requested Support);
2. Customer requests for repair for damage or failure attributable to the causes specified in Exhibit
A, subsection2.e ("Warranty Exclusions"); and
3. Customer requests for Support where Customer does not, in HP's reasonable determination,
meet the applicable prerequisites and eligibility requirements for Support.
c. Local Availability. Support outside of the applicable HP coverage areas may be subject to travel
charges, longer response times, reduced restoration or repair commitments,and reduced coverage
hours.
d. Invoicing. Invoices for Support will be issued in advance of the Support period. HP Support
invoices and related documentation will be produced in accordance with HP system standards.
Additional levels of detail requested by Customer may be chargeable.
31 of 42
3. SITE AND PRODUCT ACCESS
Customer shall provide HP access to the Products covered under Support; adequate working space
and facilities within a reasonable distance of the Products; access to and use of information, customer
resources, and facilities as reasonably determined necessary by HP to service the Products; and other
access requirements described in the relevant Transaction Document. If Customer fails to provide such
access, resulting in HP's inability to provide Support, HP shall be entitled to charge Customer for the
Support call at HP's published service rates. Customer is responsible for removing any Products
ineligible for Support to allow HP to perform Support. If delivery of Support is made more difficult
because of ineligible Products, HP will charge Customer for the extra work at HP's published service
rates.
4. STANDARD SUPPORT PRODUCT E41GiBILITY
a. Minimum Configuration for Support. Customer must purchase the same level of Support and'for the
same coverage period for: all Products within a minimum supportable system unit (i.e. all
components within a server, storage, or network device) to allow for proper execution of standalone
and operating system diagnostics for the configuration.
b. Eligibility. For initial and on -going Support eligibility Customer must maintain all Products and
associated hardware and software at the latestHP-specified configuration and revision levels and
in HP's reasonable opinion, in good operating condition.
c. Modifications. Customer will allow HP, at HP's request and at no additional charge, to modify
Products to improve operation, supportability, and reliability, or to meet legal requirements.
d. Loaner Units. HP maintains title and Customer shall have risk of loss or damage for loaner units if
provided at HP's discretion as part of Support or warranty services and such units will be returned
to HP without lien or encumbrance at the end of the loaner period.
e. Relocation. Customer is responsible for moving Products. If Customer moves the Products to a
now location, HP may charge additional Support fees and modify the response times, and
Customer may be required to execute amended or new Transaction Documents. If Customer
moves Products to another country, Support shall be subject to availability in the destination
country. Reasonable advanced notice to HP maybe required to begin Support for some Products
after relocation.
If. Maximum Use Limitations. Certain Products have a maximum usage limit, which is set forth in the
manufacturer's operating manual or the technical data sheet, Customer must operate such
Products within the maximum usage limit.
g. Multi -Vendor Support. HP provides Support for certain non -HP Branded Products. The relevant
Transaction Document will specify availability and coverage levels, and govern delivery of multi -
vendor Support, whether or not the non -HP Branded Products are under warranty. HP may
discontinue Support of non -HP Branded Products if the manufacturer or licensor ceases to provide
support for such Products.
5. PROPRIETARY SERVICE TOOLS
HP will require Customer's use of certain hardware and/or software system and network diagnostic and
maintenance programs ("Proprietary Service Tools"), as well as certain diagnostic tools that may be
included as part of the Customer's system, for delivery of Support under certain coverage levels.
Proprietary Service Tools are and remain the sole and exclusive property of HP, are provided "as is,"
and include, but are not limited to: remote fault management software, network Support tools, Insight
Manager, Instant Support, and Instant Support Enterprise Edition (known as "ISEE"). Proprietary
Service Tools may reside on the Customer's systems or sites. Customer may only use the Proprietary
Service Tools during the applicable Support coverage period and only as allowed by HP. Customer
may not sell, transfer, assign, pledge, or in any way encumber or convey the Proprietary Service Tools.
Upon termination of Support, Customer will return the Proprietary Service Tools or allow HP to remove
these Proprietary Service Tools. Customer will also be required to:
a. allow HP to keep the Proprietary Service Tools resident on Customer's systems or sites, and assist
HP in running them;
b, install Proprietary Service Tools, including installation of any required updates and patches;
c. use the electronic data transfer capability to inform HP of events identified by the software;
d. if required, purchase HP -specified remote connection hardware for systems with remote diagnosis
32 of 42
service; and
e. provide remote connectivity through an HP approved communications line.
6. CUSTOMER RESPONSIBILITIES
a. Data Backup. To reconstruct lost or altered Customer files, data, or programs, Customer must
maintain a separate backup system or procedure that is not dependent on the Products under
Support.
b. Temporary Workarounds. Customer will implement temporary procedures or workarounds provided
by HP while HP works on permanent solutions.
c. Hazardous Environment. Customer will notify HP if Customer uses Products in an environment that
poses a potential health or safety hazard to HP employees or subcontractors. HP may require
Customer to maintain such Products under HP supervision and may postpone service until
Customer remedies such hazards.
d. Authorized Representative. Customer will have a representative present when HP provides
Support at Customer's site.
e: Product List. Customer will create and maintain a list of all Products under Support including: the
location of the Products, serial numbers, the HP -designated system identifiers, and coverage
levels. Customer shall keep the list updated during the applicable Support period.
f. Documentation. If Customer purchases a Support offering that includes documentation updates,
Customer may copy such updates only for systems under such coverage. Copies must include
appropriate HP trademark and copyright notices.
7. SUPPORTED SOFTWARE
Customer may purchase available Support for HP Branded Software only if Customer can provide
evidence it has rightfully acquired an appropriate HP license for such Software, HP will be under no
obligation to provide Support due to any alterations or modifications to the Software not authorized by
HP or for Software for which Customer cannot provide a sufficient proof of a valid license. Unless
otherwise agreed by HP, HP only provides Support for the current Version and the immediately
preceding Version of HP Branded Software, and then only when HP Branded Software is used with
Hardware or Software included in HP -specified configurations at the specified Version level
8. ACCESSORIES AND PARTS AND MISCELLANEOUS
a. Compatible Cables and Connectors. Customer will connect Products covered under Support with
cables or connectors (including fiber optics if applicable) that are compatible with the system,
according to the manufacturer's operating manual:
b. Support for Accessories. HP may provide Support for cables, connectors, iriterfaces, and other
accessories if Customer purchases Support for such accessories at the same Hardware service
level purchased for the Products with which they are used.
c. Consumables. Support does not include the delivery, return, replacement, or installation of supplies
or other consumable items (including, but not limited to, operating supplies, magnetic media, print
heads, ribbons, toner, and batteries) unless otherwise stated in a Transaction Document.
d. Replacement Parts. Parts provided under Support may be whole unit replacements or be new or
functionally equivalent to new in performance and reliability and warranted as new. Replaced parts
become the property of HP, unless HP agrees otherwise and Customer pays any applicable
charges.
e. Service Providers, HP reserves the right and Customer agrees to HP's use of HP -authorized
service providers to assist in the provision of Support.
9. ACCESS TO HP SOLUTION CENTER AND IT RESOURCE CENTER
a. Designated Callers. Customer will identify a reasonable number of callers, as determined by HP
and Customer ("Designated Callers"), who may access HP's customer Support call centers
("Solution Centers").
b. Qualifications. Designated Callers must be generally knowledgeable and demonstrate technical
aptitude in system administration, system management, and, if applicable, network administration
and management and diagnostic testing. HP may review and discuss with Customer any
Designated Caller's experience to determine initial eligibility. If issues arise during a call to the
Solution Center that, in HP's,reasonable opinion, may be a result of a Designated Caller's lack of
33 of 42
general experience and training, the Customer may be required to replace that Designated Caller.
All Designated Callers must have the proper system identifier as provided in the Transaction
Documents or by HP when Support is initiated. HP Solution Centers may provide support in
English or local language(s), or both.
c. HP IT Resource Center. HP IT Resource Center is available via the worldwide web for certain
types of Support. Customer may access specified areas of the HP IT Resource Center. File
Transfer Protocol access is required for some electronic services. Customer employees who
submit HP Solution Center service requests via the HP IT Resource Center must meet the
qualifications set forthin sub -section 9.b above,
d. Telecommunication Charges. Customer will pay for all telecommunication charges associated with
using HP IT Resource Center, installing and maintaining ISDN links and Internet connections (or
HP -approved alternatives) to the HP Solution Center, or using the Proprietary Service.
Extended warranties
HP's standard new Product warranty, and upgraded warranty support Services, can be extended in one-
year increments for a total of five years of coverage for most Products.
Post maintenance Services
HP has a wide range of onsite high -quality support Services for covered hardware, helping' improve
Product uptime and availability, Entities have the flexibility to choose between different service -level
options featuring different response times and coverage windows, as well as between several coverage
periods to address specific service needs. The Services are available throughout the United States and
in most international locations. Please see Attachment 5, HP Onsite Hardware Support Services, for
details.
See HP Website, referenced in A.1 above, for additional information on these warranties, support, service
tools, etc.
34 ct 42
EXHIBIT B - COMPLAINT RESOLUTION
HP will work with WSCA/NASPO and Participating States to customize the procedures to the states'
specific escalation requirements. HP's formal order management, service escalation and customer
feedback escalation procedures are described below and in detail in the RFP response, Corporate
Overview, sub -section d.1.e. — Complaint Resolution.
Most problems are readily resolved before escalation is necessary. This section details activities for
those instances in which problems cannot be so quickly resolved. In keeping with HP's understanding of
the importance of system availability to the WSCA states, HP is receptive to discussions on how it may
modify any escalation procedures to better meet specific customer needs. Each and every State
Procurement office, as well as procuring entities, also has an assigned State Government HP Contract
Program Manager point of contact to assist in the escalation process, eliminating the need to contact
multiple people.
Customer Feedback Escalation
HP has developed a strong customer feedback system, including a clear escalation process for handling
dissatisfaction. The feedback system provides a variety of mechanisms for customers to communicate
their suggestions, recommendations, comments, and complaints to HP. Cataloging and analyzing the
feedback provides HP entities with valuable insight into trends, information, and issues that can be
applied to improve products and process performance.
Order Management Escalation Process
A Customer Service Representative (CSR) assigned to the WSCA account will oversee the order
fulfillment activities from the point of order entry and acceptance, to invoicing and delivery. This includes
customer satisfaction and any issues that WSCA may have during the deployment. The CSR is
responsible with ensuring that any issues or potential issues are escalated to prevent deployment delays
and will see problems through to resolution. Customer Services is required to adhere to the following
standard service levels (in business hours):
Action
Standard Service Level (in
business hours)
PO Receipt to CSR order entry
4.0 hrs
PO Receipt t to clean executable order
8.0 hrs
Confirmation sent to customer/sales/mgmt that orders has been
4.0 hrs
laced and pEomide order # and ETA if available.
Estimated Ship Date upon order entry (Provided to customer as
Estimate based on best
requested or as part of regularly scheduled open order report)
information available. With
follow-up as new information
becomesavailable.
Updates to estimated ship date (Provided to customer as
As new information becomes
requested or as Lart of regularly scheduled open order report
available.
Call i3ack/Email Response to customer from CSR (from point
4 hrs
customer leaves voicemail/email to point CSR calls customer
back or responds to email request)
RMA Request(From time CSR receives to RMA b6ing generated
12 hrs
Warehouse Receipt of RMA'd goods to completion of gredit
3 days
All billing disputes should be brought to the attention of your HP Direct Customer Services Team.
Customer Services will then work with HP's internal Finance Department that can resolve the disputes.
The Finance Department will research the dispute, including gathering purchase order information from
your CSR.
While customers may request that bills be submitted in a batch, all records are individually maintained by
order number. Complete order information follows the order throughout the fulfillment process, and can
be traced to each separate process to determine the source of any errors and the necessary action for
resolution.
35 of 42
The resolution will be communicated to the customer by the Finance Department. Any credit due will be
processed by your CSR. In the event that HP has maintained an incorrect price, additional research will
be performed to determine the extent of error. Billing adjustments will be made as necessary.
Escalation Process
The services global escalation process is a worldwide process that is initiated when it is determined that
HP's standard service delivery processes have not delivered or will not deliver an acceptable solution to
WSCAINASPO and WSCA Participating State and/or procuring entities in an agreed -upon time frame.
The Escalation Process includes the following steps:
1. Formation of Escalation Team
2. Development of Technical Action Plan
3. Communication of Action Plan
4. Execution of Action Plan
5. , Post -solution Review
6. Continual Improvement
7.
The Escalation Team
When it has been determined that a problem has arisen and needs to be resolved, an Escalation Team is
formed to manage issue resolution. The Escalation Team is comprised of technical and management
members from HP. This team is responsible for developing an action plan to be used in resolving the
issue. Members of the Escalation Team often include:
• Escalation Management Owner -represents the customer to HP, leads the escalation effort and is
the focal point for communication of the plan to the customer.
• Escalation Specialist -assists with the development and coordination of the technical aspects of the
action plan.
• Complex Problem Manager —as required, the Complex Problem Manager coordinates engineering
and partner resources for complex problems involving multiple product sets.
• Additional Resources -may be added to the Escalation Team to add specific Product expertise as
required in any given escalation. These resources may include: Engineering, Delivery Partners, HP
Management and Executives.
Escalation Categories
There are three categories of escalation:
• Local escalation
• Regional escalation
• Global escalation
Escalation categories are driven by a customers' vlew of the situation. If the impact on the customer is
local (that is, within one area/country)-the escalation category is local. If the impact is across a number of
areas/countries within one region, the category Is regional. If the impact is across a number of
areas/countries in more than one region, the category is global. Once the escalation category has been
determined, an Action Plan can be developed.
Issue Resolution
In the event of a customer satisfaction issue, the customer's first point of contact is the Primary Account
Representative/Contract Program Manager or the Account Manager. This individual engages the
necessary resources in the local service delivery unit, obtains the support of management in the local
customer business district, and keeps the concerned sales organization updated on progress. Most
issues are resolved readily at the local level. If needed, the situation is escalated to executive
management at the territory or U.S. level.
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EXHIBIT C — VALUE-ADDED SERVICES
Contact HP, or visit the HP website, for further details on these Services:
Installation
Training
Self -Maintainer Program
Asset Management
Imaging
Factory Services for Servers and Storage
HP Lease Financing Information
Individual Purchasing Entities may enter in to lease agreements for the Products
covered in this Master Price Agreement, if they have the legal authority to enter into
these types of agreements without going through a competitive process. The lease
agreements were not reviewed or evaluated as part of the RFP evaluation process. HP
sample lease documents can be found under the "Information Center" link available on
HP's WSCA-approved website at www.hp.com/buytwscaiii.
37 of 42
EXHIBIT HP SOFTWARE LICENSE TERMS
1. , LICENSE GRANT
HP grants Customer a non-exclusive, non -transferable license to "Use", in object code form, the
Version or Release of the HP Branded Software delivered from an HP accepted order. For purposes of
this Agreement, unless otherwise specified in the SLI, "Use" means to install, store, load, execute, and
display one copy of the Software on one device at a time for Customer's internal business purposes.
Customer's Use of such Software is subject to these license terms, the applicable Use restrictions and
authorizations, and applicable licensed locations for the Software specified in SLI(the "Software
License"). The usage terms specified in the SLI for HP Branded Software will not be materially more
restrictive than the Use defined in this sub -section. For non -HP Branded Software, the third party
supplier's license terms and use restrictions found in the SLI will solely govern its use.
2. OWNERSHIP
This Software License confers no title or ownership and is not a sale of any rights in the Software,
Third -party suppliers are intended beneficiaries under this Agreement and independently may protect
their rights in the Software in the event of any infringement. All rights not expressly granted to
Customer are reserved solely to HP or its suppliers.
3. ACCEPTANCE
Customer accepts Software upon delivery.
4. UPGRADES
Software Versions or maintenance updates, if available, may be ordered separately or may be
available through Software Support. HP reserves the right to require additional licenses and fees for
Software Versions or separately purchased maintenance updates or for Use of the Software in
conjunction with upgraded Hardware or Software. When Customer obtains a license for a new
Software Version through Software Support or purchases an upgrade license to a new Version,
Customer's Software License for the earlier Version shall terminate. Software Versions are subject to
the license terms in effect on the date that HP delivers or makes the Version available to Customer.
5. LICENSE RESTRICTIONS
a. 2 Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or
other Use restrictions or authorizations agreed to and paid for by Customer. Some Software may
require license keys or contain other technical protection measures. Customer acknowledges that
HP maymonitor Customer's compliance with Use restrictions and authorizations remotely, or
otherwise. If HP makes a license management program available which records and reports
license usage information, Customer agrees to appropriately install, configure and execute such
license management program beginning no later than one hundred and eighty'(180) days from the
date it is made available to Customer and continuing for the period that the software Is used.
b. Cony and Adaptation. Unless otherwise permitted by HP, Customer may only make copies or
adaptations of the Software for archival purposes or when copying or adaptation is an essential
step in the authorized Use of the Software. If Customer makes a copy for backup purposes and
installs such copy on a backup device, unless otherwise provided in the SLI, Customer may not
operate such backup installation of the Software without paying an additional license fee, except in
cases where the original device becomes inoperable. If a copy is activated on a backup device in
response to failure of the orlginal device, the Use on the backup device must be discontinued when
the original or replacement device becomes operable. Customer may not copy the Software onto or
otherwise Use or make it available on, to, or through any public or external distributed network.
Licenses that allow Use over Customer's Intranet require restricted access by authorized users
only.
c. Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software
(including documentation) on all permitted copies or adaptations. Copies of documentation are
limited to internal use.
d. Designated System. Notwithstanding anything to the contrary herein, the Software License for
certain Software, as identified in SLI, is non -transferable and for Use only on a computer system
owned, controlled, or operated by or solely on behalf of Customer and may be further identified by
HP by the combination of a unique number and a specific system type ("Designated System") and
such license will terminate in the event of a change in either the system number or system type, an
unauthorized relocation, or if the Designated System ceases to be within the possession or control
38 of 42
of Customer.
e. OS Software. Operating system Software may only be used when operating the associated
Hardware in configurations as approved, sold, or subsequently upgraded by HP or an HP Business
Partner.
f. hC ang2s. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make
derivative works of the Software. Where Customer has other rights mandated under statute,
Customer will provide HP with reasonably detailed information regarding any intended
modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes
therefore.
g. Use for Service Provision. Extending the Use of Software to any person or entity other than
Customer as a function of providing services, (i.e.; making the Software available through a
commercial timesharing or service bureau) must be authorized in writing by HP prior to such use
and may require additional licenses and fees.
h. Qnsultant Use and gccess. Subject to the terms and conditions of this Agreement, Customer
may permit a consultant or subcontractor to Use Software at the licensed location for the sole
purpose of providing services to Customer. Customer will be responsible and directly liable to HP
for consultants' compliance with this Agreement.
6. LICENSE TERM AND TERMINATION
Unless a different time period for the license is specified in the applicable SLI or quotation, , the
Software License granted to Customer will be perpetual, provided however that HP may terminate the
Software License upon notice for failure to comply with this Agreement. Immediately upon termination
of the Software License or upon expiration of any individual limited term license. Customer will destroy
the Software and all copies of the Software subject to the termination or expiration or return them to
HP. Customer shall remove and destroy or return to HP any copies of the Software that are merged
into adaptations, except for individual pieces of data in Customer's database. Customer may retain
one copy of the Software subsequent to termination solely for archival purposes only. At HP's request,
Customer will certify in writing to HP that Customer has complied with these requirements.
7. LICENSE TRANSFER
Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to
any other party except as permitted in this section. Except as provided in sub -section 5.d above, HP
Branded Software licenses are transferable subject to HP's prior written authorization and payment to
HP of any applicable fees or compliance with applicable third party terms. Upon transfer of the
Software License Customers rights under the License will terminate and Customer will immediately
deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms
of the Software License, and, upon such agreement, the transferee will be considered the 'Customer"
for purposes of the license terms. Customer may transfer firmware only upon transfer of the associated
Hardware.
8. U.S. FEDERAL GOVERNMENT USE
If the Software is licensed for use in the performance of a U.S. Government prime contract or
subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer
Software, computer Software documentation and technical data for commercial items are licensed
under HP's standard commercial license.
9. COMPLIANCE
Customer agrees that HP may audit Customer's compliance with the Software License terms. Any
such audit would be at HP's expense, require reasonable notice, and would be performed during
normal business hours. If an audit reveals underpayments then Customer will immediately pay HP
such underpayments together with the costs reasonably Incurred by HP in connection with the audit
and seeking compliance with this sub -section.
10. WARRANTY
HP Branded Software will materially conform to its Specifications. If a warranty period is not specified
for HP Branded Software, the warranty period will be ninety (90) days from the delivery date.
11. VIRUS WARRANTY
HP warrants that any physical media containing HP Branded Software will be shipped free of viruses.
12. WARRANTY LIMITATION
39 of 42
HP does not warrant that the operation of Software will be uninterrupted or error free, or that Software
will operate in Hardware and Software combinations other than as expressly required by HP in the
Product Specifications or that Software will meet requirements specified by Customer.
13. EXCLUSIVE REMEDIES
If notified of a valid warranty claim during the warranty period, HP will, at its option, correct the warranty
defect for HP Branded Software, or replace such Software. if HP is unable, within a reasonable time, t0
complete the correction, or replace such Software, Customer will be entitled to a refund of the purchase
price paid upon prompt return of such Software to HP. Customer will pay expenses for return of such
Software to HP. HP will pay expenses for shipment of repaired or replacement Software to Customer.
This sub -section 13 states HP's entire liability for warranty claims.
14. IMPLIED LICENSE
There are no implied licenses.
40 of 42
EXHIBIT E —AUDITS
NIPA B27164
SALES AUDIT PLAN
The "HP' 2009-2014 WSCA/NASPO Personal Computer and Related Devices Contract, Sales Audit
Plan" specifies the sales audit plan and sale audit report format, as it applies to Section 46.A of the
Master Price Agreement B27164.
Audit Purpose: To confirm and ensure contract compliance. The audit will confirm if the agency paid
the PSS discount price or a lower price in accordance with Section 13, Price Guarantee.
Audit Responsibility: HP WSCA Primary Account Representative/Contract Program Manager (HP
Program Management)
Audit Conducted: Weekly
Audit Results Timeframe: Provided to WSCA/NASPO Administrator Quarterly as required by
WSCA/NASPO.
Audit Process
Step 1 On a weekly basis the HP WSCA/NASPO Contract Program Manager will obtain two reports;
1) summary activity (total number of orders) and 2) weekly orders. These reports will be used to pull one
tenth of one percent (.001) of orders weekly.
Step 2 The HP WSCAINASPO Primary Account Representative/Contract Program Manager will pull
at random one tenth of one percent of orders covering all Bands within the PSS, If procured
Step 3 The HP WSCAINASPO Contract Program Manager will pull the online copies of Purchase
Order and Invoices based on the random one tenth of one percent of orders selected
Step 4 The information on the Purchase Order and invoice will be documented in an excel file.
Step a The HP WSCAINASPO Contract Program Manager will compare the pricing on the line item
detail report in comparison with the Purchase Order/Invoice and HP WSCA/NASPO Contract PSS
Discounts in an excel file and compile audit results.
Step 6 The HP WSCAINASPO Contract Program Manager will provide the WSCA/NASPO
Administrator in email, as noted in the Mandatory Meeting on 3/31, the following Information covering a
Quarter of the above audit detaillresults:
1. Total Number of Purchase Orders during the timeframe
2. Total Number of Purchase Orders/Invoices audited based on the one tenth of a percent or
no more then 100 purchase orders/invoices if there are more then 100,000 orders.
3. Results in a brief summary
Step 7 HP will request approval by the WSCA/NASPO administrator on the format of the first
submission of the sales audit to ensure this meets with the guidelines of the WSCA/NASPO administrator.
Step a The HP WSCAINASPO Contract Program Manager will provide the final documents and
results to the HP Contract Operations team for our records.
41 of 42
WERSITE PRICING AUDITS
Website Pricing Audits as it applies to Section 46.A,,ofthe Master Price Agreement B27164, is
specified below.
HP has different team members that audit the pricing and websites.
First, the WNPSP and other State standards pricing is monitored and updated by a set of team
members daily and weekly and these are also monitored by the HP Contract Program
Management team and inside sales teams on an ongoing basis, monthly and quarterly, see
below schedule.
Next, the PSS catalog file that HP will create for the new WSCA contract is tied to the then
current HP List price and category percentages for each'Sand as noted in the HP PSS discount
structure, which automatically generates the pricing fed to the website to calculate the pricing
As you may know with emerging technology,' the list price can change weekly so this automated
feature ensures the pre -calculated pricing is flowing accurately to the website:
In addition to the sales audit plan attached to this response, the HP Program Management team
is instituting an additional website audit that will be conducted bi-monthly on the PSS and
monthly covering both the WNPSP and State Specific Standards website pricing as noted on
the below schedule.
As a normal course of business, HP contract operations and compliance teams conduct spot
checks and internal audits to ensure compliance through a variety of internal audits, which will
also continue. HP takes contract compliance seriously and even has an entire team dedicated
to Government contract management, operations and compliance.
` PS3 Websile Audds
Addendum to Master Price Agreement
Between
Hewlett Packard Company
And
State of Minnesota, Materials ManagementDivision
Representing the Western States Contracting Alliance (WSCA) and
the National Association of State Procurement Officials (NASPO)
Lead State Contract #: B27164 Executed on: July 2, 2009
July23, 2009 Page I of 2
This Master Price Agreement Addendum governs Hewlett Packard Com�anv's (hereinafter "CONTRACTOR") use of
the NASPO/WSCA name and logo during the term of this Master Price Agreement and amendments to this Master
Price Agreement. CONTRACTOR may use the name and logo only as set forth below. Any use not expressly
permitted herein is prohibited, and such use constitutes a material breach of the Master Price Agreement with the
LeadS b and all Participating States,
1. CONTRACTOR may display the NASPO/WSCA name and logo on the face of the Master Price Agreement,
including allelectronic and hard copy versions.
2. CONTRACTOR and its subcontractors, resellers, and agents may display the NASPO/WSCA names and logos on
a web site as a "click on" link to the Master Price Agreement No other use of the logos or names is permitted on
any web site, except as permitted in paragraphs I and 3.
3. With, and only with, prior written approval of the Lead State Contract Adtrunistrator, CONTRACTOR may
advertise the Master Price Agreement in publications and promotional materials aimed at state and local
government entities eligible to use the Master Price Agreement. The sale focus and intent of such advertisements
must be to increase participation in the Master Price Agreement. The NASPO/WSCA names may be used and
the logos displayed in the advertisement ONLY as it relates to the Master Price Agreement. The Lead State
Contract Administrator's approval must encompass the content and appearance of the advertisement and the
media in which the advertisement will appear.
4. CONTRACTOR may not make explicit or implicit representations concerning the opinion of NASPO/WSCA, the
Lead State, or any Participating State regarding CONTRACTOR or its products or services. This restriction
Includes general use of the NASPO/WSCA names and logos NOT directly linked to or related to this Master Price
Agreement
5. CONTRACTOR must ensure that its sub -contractors, resellers, and agents adhere to the terms of this Addendum,
and CONTRACTOR is responsible for any breach by these entities.
6. CONTRACTOR must immediately cease all use of the NASPO/WSCA names and logos if directed to do so in
writing by the Lead State Contract Administrator, and CONTRACTOR must ensure that its sub -contractors, re -
sellers, and agents immediately cease all use.
7. CONTRACTOR shall not make, or permit its subcontractors, resellers, or agents to make, any aMerations to
NASPO's or WSCA's names or logos (including characters, style and colors) and CONTRACTOR stall not use or
permit the use of NASPO's or WSCA's names or logos in a manner or context that could adversely affect
NASPO's/WSCA's integrity, goodwill, or reputation.
8. Upon termination or expiration of the Master Price Agreement, CONTRACTOR and its sub contractors, re -
sellers, and agents must cease all use of the NASP01WSCA names and logos; except that, CONTRACTOR may
use the NASPO/WSCA names for reference purposes in a description of its prior experience.
SIGNATURE PAGE - NEXT PAGE
Addendum to Master Price Agreement
Between
Mewlett Packa d Com an
And
Slate of Minnesota, Moterials Management Division
Representing the Western States Contracting Alliance (WSCA) and
the National Association of State Procurement Officials (NASPO)
Lead State Contract #: 827164 Executed on: July 2, 2009
July 23, 2009 Page 2 of 2
Acknowledged:
CONTRACTOR: f% LEAD STATE:
The Gon ffat"go Wfaft pem"(s) #me exem'" this In aceor&fty V ilh sroH stawros of R&
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EXHIBIT B
State of California • Arnold Schwarzenegger, Governor
State and Consumer Services Agency
z DEPARTMENT OF GENERAL SERVICES
ff
D.
Procurenitent Division
707 Third Street - West Sacramento, CA 95605 - (916) 375-4400 - Fax (916) 375-4505 • www. pd.dgs. ca.g ov
January9, 2008
Mr. Brian Hicks
Insight Public Sector, Inc.
6820 S. Harl Ave.
Tempe, AZ 85283
The state is pleased to accept your offer to establish a Software License Program (SLP) contract. Your SLP number
is SLP-07-70-0008D. This contract number must be shown on every invoice. you issue to a state or local government
agency customer. Ordering agencies may purchase their software products and/or software maintenance from your
SLP contract during the term of the Microsoft Select Agreement State and Local #01S69710.
This acceptance letter and the attached SLP contract are considered to be the contract. Upon request, it is the
responsibility of your organization to furnish copies of the SLP contract to state and local government agencies.
The SLP Program strongly recommends that government agencies place orders with suppliers who provide ALL of the
contract elements. '
This letter shall not be construed as a commitment to purchase any or all software products and/or software
maintenance from your firm.
Approval is required from the state for all news releases about the SLP contract. Also, it is not acceptable to include
products or services on the SLP contract which are not approved on the Software License Agreement.
Sincerely,
-
Steven B. Lower
SLP Program Manager
916-375-4539
steve.lower(a)dgs.ca.gov
a State and Consumer Services Agency
DEPARTMENT O'F GENERAL SERVICES
h.;:`kj"a-111 Procurement Division
'- 707 Third Street -west Sacramento, CA 95605 - (916) 375-4400 -Fax (916) 375-4505 • www:nd.das.ca.aov
State of California
SOFTWARE LICENSING PROGRAM (SLP)
ra` OPTWARE
Ir�i ::ill
I4CENSING
ROGRAM
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Contractor: Insight Public Sector, Inc.
Contract Number: SLP-07-70-0008D
SLP Contract Term: 12/31 /2007 through 1 /31 /2011
Contract Base: Microsoft Select Agreement .
State and Local #01 S69710'
This contract is available for use by State of California departments and any city, county, special district,
educational agency, local government body or corporation empowered to expend public funds. While the
state makes this contract available, each local agency should make its own determination whether the
SLP is consistent with their procurement policies and regulations.
The SLP Contractor is required to provide all SLP and the Software License Agreement contract terms and
conditions with the list of products, services and prices.
The most current ordering instructions and terms and conditions are included herein. If there are future
changes to the ordering instructions and/or terms and conditions, these changes will be incorporated by
an amendment to this contract.
Contractor non-compliance with the requirements of, this contract may result in contract termination.
By signing below, Contractor agrees to the General Provisions dated April 12, 2007 Software
Special Provisions and Purchase Special Provisions dated January 21, 2003 and all other
provisions included 'herein.
For State oLCAL
Adri n Farley
Interim Deputy D' ecto
Procurement Division
Department of General Services
I � T /aS
Date .
For Contractor:
Signature
-:&'P-0 4
Printed Name
V(Lz'PLO-,;,oxc.
Printed Title
(j j {R
4� - ` 3 �D \�C
Company Name
Date
SOFTWARE LICENSING PROGRAM (SLP)
Insight Public Sector, Inc.
SLP-07.70-0008D
CONTRACTOR PROVIDES COPY OF THE CONTRACT A sample quarterly report indicating required format
AND SUPPLEMENTS and information is attached for your reference
(Attachment A).
The SLP Contractors are required to provide the
entire contract that consists of the following: CONTRACTOR INVOICES
• SLP Cover sheet with signatures from the DGS
Procurement Division Deputy Director or designee
and Contractor.
• Ordering instructions.
• Std. 204 Payee Data Record.
•' SLP Contract terms and conditions (General
provisions).
• Software License Agreement pricing.
• Supplements, if applicable
CONTRACTOR QUARTERLY REPORTS
Contractors are required to submit a detailed report
quarterly to the DOS Procurement Division, Software
Licensing Program (SLP), 707 Third Street, 2"d Floor,
West Sacramento, CA 95605-2811, Attention_:
Steve Lower. A separate report is required for each
contract, as differentiated by alpha suffix (if
applicable). Contractors with resellers are responsible
for reporting' reseller ordering activity. Any report that
does not follow the required format or that excludes
information will be deemed incomplete and returned to
the contractor,
To facilitate collection of administrative fees, copies of
local government agency purchase orders must
accompany the SLP quarterly report. This new
requirement is effective beginning the second quarter
of.2005, for reports due to the SLP Unit within two
weeks after the end of June 2005.
New contracts for contractors with existing contracts
and extensions or renewals of existing contracts will
be approved ONLY if the contractor has submitted to
the SLP Unit all quarterly reports due. Each quarterly
report is required within two weeks of the end of
March, June, Sedtember, and December of each
calendar year. A report is required even when there is
no activity.
The report must include the agency name, purchase
order number, purchase order date, agency billing
code,. pre-tax total order 'cost, agency contact name,
address and phone number, and total dollars for the
quarter.
Tax must NOT be included in the quarterly report,
even if the agency includes tax on the purchase order.
Unless otherwise stipulated, the contractor must send
their invoices to the department address set forth in
the purchase order. Invoices shall be submitted in
triplicate and shall include the following:
• Contract number
• Agency purchase order number
• Agency Bill Code
• Line item number
• Unit price
• Extended line item price
• . Invoice total
State sales tax and/or use tax shall be itemized
separately and added to each invoice as applicable.
The company name on the SLP contract, purchase
order and invoice must match or the State Controller's
Office will not approve payment.
i
CONTRACTOR OWNERSHIP INFORMATION
Insight Public Sector, Inc. is a large business
enterprise.
AGENCY NON-COMPLIANCE
Agency non-compliance with the requirements of
this contract may result in the loss of delegated
purchasing authority to use the SLP.
PLEASE REQUEST A COPY OF ALL CONTRACT
TERMS AND CONDITIONS FROM THE
CONTRACTOR., IF NOT PROVIDED INITIALLY.
AVAILABLE PRODUCTS AND/OR SERVICES
This contract provides, for the purchase and warranty
of software; software maintenance, and technical
support.
CONSULTING SERVICES ARE NOT.AVAILABLE
UNDER THIS CONTRACT.
Only products from the manufacturer listed below are
available within the scope of this contract:
• Microsoft
revision 611106 '
BUILDING GREEN • BUYING GREEN • WORKING GREEN '2
SOFTWARE LICENSING PROGRAM (SLP)
Insight Public Sector, Inc.
SLP-07-70.0008D
ISSUE PURCHASE ORDER TO:
Orders may be mailed to the following address, or
faxed to : 480-760-7366
Insight Public Sector, Inc.
6820 S. Harl Ave.
Tempe, AZ 85283
Attn: Dennis Westerfield
Agencies with questions regarding products and/or
services may contact the contractor as follows:
Phone: 800-467-4448 ext. 5246
E-mail: dennis.westerfield@insight.com
REMIT PAYMENT TO:
Insight Public Sector, Ina.
P.O. Box 713096
Columbus, OH 43271-3096
SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination.
DELIVERY
30 days after receipt,of order, or as negotiated
between agency and Contractor and included in the
purchase order.
MAXIMUM ORDER LIMIT IS 42,000,0.00 (Local
Governments are Exempt)
State departments must follow the Management
Memo (MM) guidelines pursuant td this contract.
These transactions are subject to the following
requirements:
• State agencies must solicit a minimum of 3
contractors including 1 small business and/or
DVBE (if available) and document responses.
This is not a bid transaction so small business
preference, protest language, intents to
award, evaluation criteria, advertising,• etc. are
not applicable.
• If less than 3 offers received, state agencies
must document their files with the reasons
why the other suppliers solicited did not
respond with'an offer.
• If only one source is known (competing offers
cannot be obtained), the non-competitive bid
(NCB) contract process must be'followed.
See the latest Management Memo (currently
MM 03-10 including supplements), or
whichever Management Memo is in effect at
the time a purchase order is issued, for NCB
guidelines. Exceptions to NCB process are
also addressed in MM 03-10.
• Evaluation and award may be based on best
value, as applicable, and not restricted to
lowest cost.
• For SLIP transactions under $5,000 only one
offer is required if the state agency can
establish and document that the price is fair
and reasonable. .
• Orders for Information Technology Goods and
Services exceeding 0250,000 require
additional documentation. See the latest
Management Memo (currently MM 03-10) for
specific information on these additional
requirements.
• Local governments set their own order limits,
and are not bound by the above order limits
and requirements.
Splitting orders to avoid any monetary limitations is
prohibited.
Do not circumvent normal procurement methods by
splitting purchases into a series of -delegated purchase
orders (SAM 3572).
Splitting a project into small projects to, avoid either
fiscal or.procedural controls is prohibited (SAM
4819.34).
MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation on orders
placed under this contract.
ORDERING PROCEDURES
1. Order Form
State departments shall use a Contract/Delegation
Purchase Order (Std. 65) for purchases and services.
Local governments shall, in lieu of the State's
Purchase Order (Std. 65), use their own purchase
order document.
Electronic copies of the State Standard Forms can be
found at the Office of State Publishing web site:
http:%/www.dgsca.Qov/osp (select Standard Forms),
The site provides information on the various forms and
use with the Adobe Acrobat Reader. Beyond the
Reader capabilities, Adobe Acrobat advanced features
may be utilized if you have Adobe Business Tools or
Adobe Acrobat 4.0 installed on your computer. Direct
link to the Standard Form 65:
http://www.osp.d,gs.ca.qgv—/Pdf/stdO85.pdf
BUILDING GREEN • BUY NG GREEN • WORKING GREEN
xevision 611106
SOFTWARE LICENSING PROGRAM (SLP)
Insight Public Sector, Inc.
SLP-07-70-0008D
2. Purchase Orders
The ordering entity is required to forward a cony of
each purchase order to the Department of General
Services (DGS), Procurement Division, Business
Management Section, Data Capture unit, 707 Third
Street, 2nd Floor, West Sacramento, CA 95605-2811.
The department is required to complete and distribute
the order form,
The cost for each line item should be included in the
order, not just totals.
The contractor must immediately reject orders that are
not accurate.
3. Service and Delivery after Contract Expiration
Purchase orders must be issued before the SLP
contract end term expires.
Also, purchase order amendments cannot be issued to
add product. and software maintenance if the SLP
contract end term has expired.
CONTRACT PRICES
Contract prices for products and/or services are
maximums. The ordering department is encouraged to
negotiate lower prices.
PRODUCT AND PRICING CHANGES AND/OR UPDATES
ARE NOT AUTHORIZED UNTIL REVIEWED AND APPROVED
BY DGS PROCUREMENT DIVISION MASTER
AGREEMENTS UNIT.
Said documents are to be sent to the Department of
General Services (DGS) Procurement Division, Master
Agreements Unit, 707 Third Street, 2Id Floor, West
Sacramento, CA 95605-2811, Attention Steve
Lower.
SMALL BUSINESS MUST BE CONSIDERED
Prior to placing orders under the SLP, state
departments shall,• whenever practicable, first
consider offers from small businesses that have
established SLP contracts [GC Section 14846(b)).
NOTE: The Department of General Services auditors
Will request substantiation of compliance with this
requirement when department files are reviewed.
SMALL BUSINESS/DVBE - TRACKING
the dollar amount the ordering department can apply
towards its small business or DVBE goal.
SMALL BUSINESS/DVBE - SUBCONTRACTING
The amount an ordering department can
claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the Contractor to each small business
or DVBE.
2. The Contractor will provide an ordering
department with the following
information at the time the order is
quoted:
a. The Contractor will state that, as the prime
Contractor, it shall be responsible for the
overall execution of the fulfillment of the
order.
b. The Contractor will indicate to the ordering
department how the order meets the small
business or DVBE'goal, as follows: •
List the name of each company that is'
certified by the Office of Small Business
and DVBE Certification that it intends to
subcontract a commercially useful function
to; and
Include the small business or DVBE
certification number of each company
fisted, and attach a copy of each
certification; and '
Indicate the dollar amount of each
subcontract with a small business or DVBE
that may be claimed by thek ordering
department towards the small business or
DVBE goal; and
• Indicate what commercially useful function the .
small business or DVBE subcontractor will be,
providing towards fulfillment of the order.
3. The ordering department's purchase order
must be addressed to the prime
Contractor, and the purchase order must
reference the information provided by the
prime Contractor as outlined above.
PRODUCTIVE USE REQUIREMENTS
State departments are able to claim subcohtracting
dollars towards their small business or DVBE goals Each software component must be in current
whenever the Contractor subcontracts a commercially operation for a paying customer and the paying
useful function to a certified small business or DVBE. customer must be external to the contractor's
The Contractor will provide the ordering department organization (not owned by the contractor and not
with the name of the small business or DVBE used and owning the contractor).
BUILDING GREEN • BUYING GREEN • WORKING GREEN
revision 611106
SOFTWARE LICENSING PROGRAM (SLP)
Insight Public Sector, Inc.
SLP-07-70-0008D
To substantiate compliance with the Productive Use
Requirements, the Contractor must provide upon
request the name and address of a customer
installation and the name and telephone number of a
contact person.
The elapsed time such software must have been in
operation is based upon the importance of the '
equipment or software for system operation and its
cost.. The following designates product categories and
the required period of time for software operation prior
to approval of the replacement item on the SLP,
Category 1 - Critical Software: Critical software is
software that is required to control the overall
operation of a computer system or peripheral
equipment. Included in this category are operating
systems, data base management systems, language
interpreters, assemblers and compilers,
communications software, and other essential system
software.
Cost Prior Operation
More than $100,000 8 months
$10,000 up to $100,000 4 months
Less than $10,000 1 month
Category 2 Non -Critical Software: Information
technology equipment is defined in SAM Section
4819.2.
Cost Prior Operation
More than $100,000 6 months
$10,000 up to $100,000 4 months
Less than $10,000 1 month
STATE AND LOCAL GOVERNMENTS CAN USE THE SLIP
State and local government use of the SLP contracts is
optional. A local government is any city, county,
special district or other local governmental body or
corporation, including UC, K-12 schools and
community colleges,
that is empowered to expend public funds. While the
state makes this contract available, each local
government agency should make its own
determination whether the SLP is consistent with their
procurement policies and regulations.
APPLICABLE CODES, POLICIES AND GUIDELINES
All California codes, policies and guidelines are
applicable. THE USE OF THE SLP DOES NOT REDUCE
OR RELIEVE STATE DEPARTMENTS OF THEIR
RESPONSIBILITY TO MEET STATEWIDE
revision 611106
REQUIREMENTS -REGARDING CONTRACTING OR THE
PROCUREMENT OF GOODS OR SERVICES. Most
procurement and contract codes, policies, and
guidelines are incorporated into The SLP contracts.
Notwithstandina this, there is no guarantee that
"every" possible requirement that pertains to all the
different and uniaue state processes has been
included.
TERMINATION OF SLP CONTRACT
1. The State or Contractor may terminate this
SLP Contract at any time upon 30 days prior
notice.
2. Upon termination or other expiration of this
Contract, each party will assist the other party
in orderly termination of the Contract and the
transfer of all assets, tangible and intangible,
as may facilitate the orderly, nondisrupted
business continuation of each party.
3. Prior to the expiration of this Contract, this
Contact may be terminated for the
convenience of both parties- by mutual consent
4. This provision shall not relieve the Contractor
of the obligation to perform under any
purchase order or other similar ordering
document executed prior to* the termination
becoming effective. . .
STATEWIDE PROCUREMENT REQUIREMENTS
Departments must carefully review and adhere to the
following Procurement Requirements, such as:
• SAM Section 4819.41 and 4832 certifications for
information technology procurements and
compliance with policies.
• Services may not be paid for in advance.
• Departments are required to.file with the
Department of Fair Employment and Housing
(DFEH) a Contract Award Report Std. 16 for each
order over $5,000 within 10 days of award,
including supplements that exceed $5,000.
• Pursuant to Unemployment Insurance Code
Section 1088.8, state and local government
agencies must report to the Employment
Development Department (EDD) all payments -for
services that equal $600 or more to independent
sole proprietor contractors. See the contractor's
Std. Form 204, Payee Data Record, in the SLP
contract to determine sole proprietorship. All
Inquiries regarding this subject should be
forwarded to EDD: Technical questions:
9161651-6945 or Information and forms:
916/657-0529.
• Annual small business and disabled veteran
reports.
BUILDING GREEN BUYING GREEN • WORKING GREEN
SOFTWARE LICENSING PROGRAM (SLP)
Insight Public Sector, Inc.
SLP-07-70-0008D
ETHNICITY/RACE/GENDER REPORTING
REQUIREMENT
Effective July 1, 2002, in accordance with Public
Contract Code 10116, state departments are to
capture information on ethnicity, race,, and gender of
business owners (not subcontractors) for all awarded
contracts, including CAL -Card transactions. Each
department is required to independently report this
information to the Governor and the Legislature on an
annual basis.
Departments are resoonsible for develooino their own
guidelines and forms for collectincr and reoortiriq this -
information,
Contractor participation is voluntary.
PAYMENTS AND INVOICES
1. DGS Administrative Fee
The Department of General Services (DGS) will bill
each state and local agency directly an administrative
fee for use of SLP contracts. The administrative fee
should NOT be included in the order total, nor remitted
before an invoice is received from DGS.
See DGS Price Book at
http://www.ofs.dgs.ca.ciov/Price+Book/P/Purchasing,ht
(click on DGS Price Book) for current fees.
2. Advance Payments
Software maintenance and license fees, which are
considered a subscription, may be paid -in advance if a
provision addressing payment'in advance is included in
the purchase order.
3. Credit Card,
Insight Public Sector, Inc. accepts the State of
California credit card (CAL -Card).
A Purchasing Authority Purchase Order (Std. 65) is
required even when the ordering department chooses
to pay the contractor via the CAL -Card. Also, the
DGS administrative fee is applicable for all SLP orders.
FEDERAL DEBARMENT
When federal funds are being expended, the
department is required to obtain (retain in file) a signed
"Federal Debarment" certification from the contractor
before the purchase order is issued.
This certification is required by the regulations
implementing Executive Order 12549, •Debarment and
Suspension, 29 CFR Part 98, Section 98.510,
Participants; responsibilities, The regulations were
published as Part VIl of the May 26, 1988 Federal
Repiste (pages 19160-19211).
AMERICANS WITH DISABILITY ACT (ADA)•
(See attachment B)
DGS PROCUREMENT DIVISION CONTACT AND
PHONE NUMBER
Department of General -Services
Procurement Division, CMAS Unit
707 Third Street, 2"d Floor
West Sacramento, CA 95605-2811
Phone # 916/375-4390 or 916/375-4539
Fax # 916/375-4490
BUILDING GREEN • BUYING GREEN .- WORKING GREEN 6
revision 611106
A
ATTACHMENT A
SLP QUARTERLY BUSINESS ACTIVITY REPORT
(A REPORT IS REQUIRED EVEN WHEN THERE IS NO ACTIVITY)
1. Calendar Quarter Number: (Quarter # and Year)
2. SLP Contract Number: XX-XX-XXXXX (including alpha suffix if applicable)
3. Contractor:
4. Contractor Contact:
Company,Name and Address
Name and Phone Number
5.
6.
7.
8.
9.
10,
11.
12.
Agency, Name
Purchase Order
Number
Purchase
Order Date
Agency
Billing Code
Total Dollars
per Purchase
Order
Agency
Contact
Agency
Address
Phone
Number
13. Total dollars for quarter:. $
The Quarterly Report must contain all of the above data elements, but may be in a landscape report format.
1. Identify the calendar quarter number and year for the report you are submitting.
2. Identify your company's SLP. contract number. A separate report is required and each contract should be
differentiated by alpha suffix . Multiple contracts on Std. 65 State Purchase Order form should be itemized by
contract number. For each individual contract (as differentiated by alpha suffix), identify and group together the
contract number with line items and subtotal per contract number (do not include tax in the subtotal)./
3. Identify your company name and mailing address.
4. Identify the company contact and phone number for the SLP contract or the person preparing and submitting the
report.
5. Identify the State Agency or local government that issued the SLP order.
6. Identify the purchase order number (and supplement number if applicable) on the order form. This is not your
invoice number. This is the number the agency or local government assigns to the order. .
7. Identify the date the purchase order. was issued. This is not the date you received, accepted, or invoiced the order.
8. Identify the State Agency billing code. This is a five -digit number identified on the upper right hand corner of the '
Sid. 65 purchase order form. You must identify this number on all purchases made by State of California agencies.
Local governments will not reference a. billing code. You may leave this blank for local government orders.
9. Identify the total dollars of each purchase order before tax. Tax must NOT be included in the quarterly report, even
if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase
order amount regardless of when you invoice order, perform services, deliver product, or receive payment. For
amended orders, enter the incremental increase/decrease only.
10. Identify the "Bill To" agency or local government CONTACT on the purchase order.
11. Identify the "Bill To" agency or local government ADDRESS on the purchase order.
12. Identify the agency or local government.phone number on the purchase order.
13. Identify the total dollars pre-tax for all orders placed in that calendar quarter.
BUILDING GREEN • BUYING GREEN . WORKING GREEN 7
revision 611106
ATTACHMENT B
ADA NOTICE
Procurement Division (State Department of General Services)
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE
POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination
requirements of the Americans With Disabilities Act (ADA), it is the
policy of the Procurement - Division (within the State Department of
General Services) to make every effort to ensure. that its programs,
activities, and services are available to all persons, including persons
with disabilities.
For persons with a disability needing a reasonable modification' to
participate in the Procurement process, or for persons having
questions regarding reasonable modifications for the Procurement
process, please contact the Procurement Division at (916) 375-4400
(main office); the Procurement Division TTYITDD (telephone device for
the deaf) or California Relay Service numbers which are listed below.
You may also" contact directly the Procurement Division - contact
person that is handling this procurement.
IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, 1T IS
BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING
DAYS BEFORE. THE SCHEDULED EVENT (i.e., MEETING,
CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE -DATE FOR
PROCUREMENT. DOCUMENTS.
The Procurement Division TTY telephone numbers are:
Sacramento Office: (916) 376'1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:
Voice: 1-800-735-2922 or 1-888-877-6379
TTY: .1-800-735-2929 or 1-8.88-877-5378
Speech -to -Speech: 1-800-8'54-7784
BUILDING GREEN • BUYING GREEN - WORKING GREEN
revision.6/1/06
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(REVISED AND EFFECTIVE 04/12/2007)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
1. DEFINITIONS: Unless otherwise specified in the Statement of
Work the following terms 'shall be given the meaning shown,
unless context requires otherwise,
a) "Acceptance Tests" means those tests performed during
the Performance Period which are intended to determine
compliance of Equipment and Software with the
specifications and all other Attachments incorporated herein
by reference and to determine the reliability of the
Equipment.
b) "Application Program" means a computer program which
is intended to be executed for the purpose of performing
useful work for the user of the information being processed,
Application programs are developed or otherwise acquired
by the user of the Hardware/Software system, but they may
be supplied by the Contractor.
c) "Attachment" means a mechanical, electrical, or electronic
interconnection to the Contractor -supplied Machine or
System of Equipment, manufactured by other than the
original Equipment manufacturer, that is not connected by
the Contractor.
d) "Business entity" means any Individual, business,
partnership, join: venture, corporation, S-corporation, limited
liability corporation, limited liability partnership, sole
proprietorship, joint stock company, consortium, or other
private legal entity recognized by statute. -
e) "Buyer" means the State's authorized contracting official,
f) "Commercial Software" means Software developed or
regularly used that: (i) has been sold, leased, or licensed to
the general public; , (ii) has been offered for sale, lease, or
license•to the general public; (111) has not been offered, sold,
leased, or licensed to the public but will be available for
commercial sale, lease, or license in time to satisfy the
delivery requirements' of this Contract; or (iv) satisfies a
criterion expressed in (1), (11), or (III) above and would require
only minor modifications to meet the requirements of this
Contract.
g) '.'Contract" means this Contract or agreement (including any,'
purchase order), by whatever name known or in whatever
format used.
h) "Custom Software" means Software that does not meet
the definition of Commercial Software.
1) "Contractor" means the Business Entity with whom the
State enters into this Contract. Contractor shall be
synonymous with "supplier",,"vendor" or other similar term.
J) "Data Processing. Subsystem" means a complement of
Contractor -furnished individual Machines, including the
necessary controlling elements (or the functional equivalent)
and Operating Software, if any, which are acquired to
operate as an Integrated group, and which. are
Interconnected entirely by Contractor -supplied power and/or
signal cables; e..g., direct access controller and drives, a
cluster of terminals with their controller, etc.
k) "Data Process;ng System (System)" means the total
complement of Contractor -furnished Machines, including one
or more central processors (or instruction processors) and
Operating Software, which are acquired to operate as an
integrated group.
1) "Deliverables" means Goods, Software, Information
Technology, telecommunications technology, and other
Items (e.g. reports) to be delivered pursuant to this Contract,
including any such items fumished Incident'to the provision
of services.
m) "Designated CPU(s)" means for each product, if applicable,
the central processing unit of the computers or the server
unit, including any associated peripheral units. if no specific
"Designated CPU(s)" are specified on the Contract, the term
shall mean :any and, all, CPUs located at the site specified
therein:
n) "Documentation" means nonproprietary manuals and other
printed materials necessary or useful to the State, in its use
or maintenance of the Equipment or Software provided
hereunder. Manuals and other printed materials customized
for the State hereunder constitute Documentation only to the
extent that such materials are described in or required by the
Statement of Work.
o) "Equipment"is an all-inclusive term which refers either to
individual Machines or to a complete Data Processing
System or subsystem, including Its Hardware and Operating
Software (if any).
p) "Equipment Failure" is a malfunction in the Equipment.
excluding all external factors, which prevents the
accomplishment of the Equipment's Intended functlon(s), if
microcode or Operating Software residing in the Equipment
Is necessary for the proper operation of the Equipment, a
failure of such microcode or Operating Software which
prevents the accomplishment of the Equipment's intended
functions shall be deemed to be an Equipment Failure.
q) "Facility Readiness Date" means the date specified in the ,
Statement of Work by which the State must have the site
prepared and available for Equipment. delivery and
Installation.
r) "Goods" means all types of tangible personal property,
including but not limited to materials, ' supplies, and
Equipment (including computer and telecommunications -
Equipment).
s) "Hardware" usually refers to computer Equipment and Is
contrasted with Software. See also.Equipment.
t) "Installation Date" -means the, date specified In the
Statement of Work by which the Contractor must have the
ordered Equipment ready (certified) for use by the State,
u) "Information Technology" includes, but is not limited to, all
electronic technology systems and services, automated
information ,handling, System design and analysis, •
conversion of data, computer programming, information
storage and retrieval, telecommunications which include
voice, video, and data communications, requisite System
controls, simulation, electronic commerce, and all related
Interactions between people and Machines.
v) "Machine" means an individual unit of a Data Processirg
System or subsystem, separately identified by a type and/or
model number; comprised of but not limited to mechanical,
electro-medhanioai; and electronic parts, microcode, and
special features installed thereon and Including any
necessary Software, e.g., central processing. unit, memory
module, tape unit, card reader, etc.
w) "Machine Alteration" means any change to a Contractor -
supplied Machine which is not made by the Contractor, and
which results in the Machine deviating from its physical,
mechanical, electrical, or electronic (including microcode)
design, whether or not additional devices or. parts are
employed In making such change.
x) "Maintenance Diagnostic Routines" means the diagnostic
programs customarily used by the Contractor to test
Equipment for proper functioning and reliability.
y) "Manufacturing Materials" means parts, tools, dies, Jigs,
fixtures, plans, . drawings, and Information produced or
acquired, or rights acquired, specifically to fulfill obligations
set forth herein.
z) "Mean Time Between Failure (MTBF)" means the average
expected or observed time between consecutive failures in a
System or component.
aa) "Mean Time to Repair (MTTR)" means the average
expected or observed time required to repair a System or
- component and return it to normal operation.
bb) "Operating Software" means those routines, whether or not
identified as Program Products, that reside in the Equipment
and are required for the Equipment to perform its intended
function(s), and which interface the operator, other
Contractor -supplied programs, and user programs to the
Equipment. -
cc) "Operational Use • Time" means for performance
measurement purposes, that time during which Equipment is
In. actual operation by the State. For maintenance
Operational Use Time purposes, that time during which
Equipment is in actual operation and is not synonymous with
power on time.
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GENERAL PROVISIONS — INFORMATION TECHNOLOGY
dd) "Performance Testing Period" means a period of time
during which the State, by appropriate'tests and production
runs, evaluates the performance of newly installed ,
Equipment and Software prior to its acceptance by the State.
ee) "Period of Maintenance Coverage" means the period of
time, as selected by the State, during which maintenance
services are provided by the Contractor for a fixed monthly
charge, as opposed to an hourly charge for services
rendered. The Period of Maintenance Coverage consists of
the Principal Period of Maintenance and any additional hours
of coverage per day, and/or increased coverage for
weekends and holidays,
fo "Preventive Maintenance" means that maintenance,
performed on a scheduled basis by the Contractor, which is
designed to keep the Equipment in proper operating
condition.
gg). "Principal Period of Maintenance" means any nine
consecutive hours per day (usually between the hours of
7:00 a.m. and 6:00 p.m.)' as selected by the State, including
an -official meal period not to exceed' one hour, Monday
through Friday, excluding holidays observed' at the
Installation.
hh) "Programming Aids" means Contractor -supplied programs
and routines executable on the Contractor's Equipment
which assists a programmer in the development of
applications indluding language processors, sorts,
communications modules, data base management -systems,
and utility routines, (tape -to -disk routines, disk -to -print
routines, etc.),
11) "Program Product" means programs, routines, subroutines,
and related items which are proprietary to the Contractor and
which are' licensed to the State for its use, usually on the
basis of separately stated charges and appropriate
contractual provisions. '
jj) "Remedial Maintenance" means that ' maintenance
performed by the Contractor which results from Equipment
(including Operating Software) failure, and which is
performed as required, i.e., on an unscheduled basis.
kk) "Site License" means for each product, the term "Site
License" shall msan the license established upon acquisition
of the applicable number of copies of such product and
payment of the applicable license fees as set forth• in the
Statement of Work.
II) "'Software" means an all-inclusive term which refers to any
computer programs, routines, or subroutines supplied by the
Contractor, including Operating Software, Programming
Aids, Application Programs, and Program Products.
mm) "Software Failure"means a malfunction in the Contractor -
supplied Software, other than Operating Software, which
prevents the accomplishment of, work, even though the
Equipment (including its Operating Software) may still be
capable of operating properly. For Operating Software
failure, see definition of Equipment Failure,
nn) "State" means the government of the State of California, its
employees and authorized representatives, including without
limitation any department, agency, or other unit of the
government of the State of California.
oo) "System" means the complete collection of Hardware,
Software and 'services as described in this Contract,
integrated and functioning together, and performing in
accordance with this Contract.
pp) "U.S. Intellectual Property Rights" means intellectual
property rights enforceable in the United States of America,
Including without limitation rights In trade secrets, copyrights,
and U.S, patents.
2. CONTRACT FORMATION:
a) If this Contract results from a sealed bid offered in response
to a solicitation conducted pursuant to Chapters 2
(commencing with Section 10290), 3 (commencing- with
Section 12100), and 3.6 (commencing with Section 12125)
of Part 2 of Division 2 of the Public Contract Code (PCC),
then Contractor's bid is a firm offer to the State which is
accepted by the issuance of this Contract and no further
action is required by either party.
If this Contract results from a solicitation other thah
described in paragraph a), above, Contractor's quotation or
proposal is deemed a firm offer and this Contract document
is the State's acceptance of that offer.
If this Contract resulted from a joint bid, it shall be deemed
one indivisible Contract. Each such joint Contractor will be
jointly and severally liable for the performance of the entire
Contract. The State assumes no responsibility or obligation
for the division of orders or purchases among joint
Contractors.
3. COMPLETE INTEGRATION: This Contract, including any
documents incorporated herein by express reference, is intended
to be a complete integration and there are no prior or
contemporaneous different or additional. agreements pertaining to
the subject matter of the Contract.
4. SEVERABILITY: The Contractor and the State agree that if any
provision of this Contract is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the
remainder •of the Contract shall remain In full force and effect.
Either party having knowledge of such term or provision shall
promptly inform the other of the presumed non -applicability of
such provision,
S. INDEPENDENT CONTRACTOR: Contractor and the agents and
employees of Contractor, in the performance of this Contract,
shall act in an independent capacity and not as officers • or
employees or agents of the State.
S. APPLICABLE LAW: This Contract shall be governed by and.
shall be interpreted in accordance with the laws of the State of
California; venue of any action brought with regard to this
Contract shall be in Sacramento County, Sacramento, California.
The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Contract,
7. .COMPLIANCE WITH STATUTES AND REGULATIONS:
a) Contractor warrants and certifies that In the performance of
this Contract, it will comply with all applicable statutes, rules,
regulations and orders of the United States and the State of
California and agrees to indemnify the State against any
loss, cost, damage or liability by reason of the Contractor's
violation of this provision.
b) The State will notify Contractor of any such claim in writing
and tender the defense thereof within a reasonable time; and
c) Contractor will have dole control of the defense of any action
on such claim and all negotiations for its settlement or
compromise; provided that (i) when substantial principles of
government or public law are involved, when litigation might
create precedent affecting future State operations or liability,
or when involvement of the State is otherwise mandated by
law, the State mpy participate in such action at its own
expense with respect to attorneys' fees and costs (but not
liability); (ii) the State will have the right to approve or
disapprove any settlement or compromise, which approval
will not unreasonably be withheld or delayed; and (ill) the
State will reasonably cooperate in the defense and in any
related settlement negotiations.
d),. If this Contract is in excess of $500.000, it is subject to the
requirements of the World Trade Organization (WTO)
Government Procurement Agreement (GPA)
e) To the extent that this contract falls within the scope of
Government Code Section 11135, Contractor hereby agrees
to respond to and resolve any complaint brought to its
attention, regarding accessibility of its products or services.
8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor
warrants that it has full power and authority to grant the rights
herein granted and will hold the Stale harmless from and,against
any loss, cost, liability, and expense (including reasonable
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GSPD-401 IT
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'GENERAL PROVISIONS INFORMATION TECHNOLOGY
attorney fees) arising out of any breach of this warranty. Further,
Contractor avers that it will not enter into any arrangement with
any third party which might abridge any rights of the State under
this Contract.
a) The State will notify Contractor of any such claim in writing
and tender the defense thereof within a reasonable time; and
b) Contractor will have sole control of the defense of any action
on such claim and all negotiations for Its settlement or
compromise; provided that (1) when substantial principles of
government or public law are involved, when litigation might
create precedent affecting future State operations or liability,
or when involvement of the State is otherwise mandated by
law, the State may participate in such action at its own
expense with respect, to attorneys' fees and costs (but not
liability); (if) the State" will have the right to approve or
disapprove any settlement or compromise, which approval
will not unreasonably be withheld or delayed; and (fit) the
State will reasonably cooperate in the defense and in any
related settlement negotiations.
9. ASSIGNMENT: This Contract shall not be assignable by the
Contractor in whole or in part with the written consent of the
State, For the purpose of this paragraph, State will not
unreasonably prohibit Contractor from freely assigning its right to
payment, provided that Contractor remains responsible for its
obligations hereunder.
13,
10. WAIVER OF RIGHTS: Any action or inaction by the State or the
failure of the State on any occasion, to enforce any right or
provision of the Contract, shall not be construed to be a waiver by
the State of its rights hereunder and'shall not prevent the State
from enforcing such provision or right on any future occasion. 14.
The rights and remedies of the State herein are cumulative and
are In addition to any other rights or remedies that the State may
have at law or in equity.
11. ORDER OF PRECEDENCE: In the event of any inconsistency
between the articles, attachments, specifications or provisions
which constitute this Contract, the following order of precedence
shall apply:
a) these General Provisions •- Information Technology (In the
instances provided herein where the paragraph begins:
"Unless otherwise specified in the Statement of Work"
provisions specified in the Statement of Work replacing
these pargaraphs shall take precedence over the paragraph
referenced in these General Provisions) ;
b) contract form, i.e„ Purchase Order STD 65, Standard
Agreement STD 213, etc., and any amendments thereto;
c) information technology special provisions;
d) statement of work, Including any specifications incorporated
by reference herein; and -
e) all other attachments incorporated in the contract by
reference.
12. PACKING AND SHIPMENT:
a) All Goods are to ' be packed in suitable containers for
protection in shipment and storage, and in accordance with
applicable specifications. • Each container of a multiple
container shipment shall be identified to:
t) show the number of the container and the total number
of containers in the shipment; and
11) the number of the container in which,the packing sheet
• has been enclosed..
p) All shipments by Contractor or its subcontractors must
Include packing sheets Identifying: the State's Contract
number; item number; quantity and unit of measure; part
number and description. of the Goods shipped; and
appropriate evidence of inspection, if required. Goods for
different Contracts ,shall be listed on separate ' packing
sheets.
• c) Shipments must be made as specified in this Contract, as it
may be amended, or otherwise directed in writing by the
State's Transportation Management Unit within the
Department of General Services, Procurement Division.
TRANSPORTATION COSTS AND OTHER FEES OR
EXPENSES: No charge for delivery, drayage, express, parcel
post, packing, cartage, insurance, license fees, permits, cost of
bonds, or for any other purpose will be paid by the State unless
expressly Included and Itemized in the Contract.,
a). Contractor must strictly follow Contract requirements
regarding Free on Board (F.0.8.), freight terms and routing
Instructions. The State may permit use of an alternate
carrier at no additional cost to the Slate with advance written
authorization of the Buyer,
b) If "prepay and add" is selected, supporting freight bills are
required when over $50, unless an exact freight charge is
approved by the Transportation Management Unit within the
Department of General Services Procurement Division and a
waiver is granted.
c) On 'T.O.B. Shipping Point" transactions, should any
shipments under the Contract be received by the State in a
damaged condition and any related freight loss and damage
claims filed against the carrier or carriers be wholly or
partially declined by the carrier or carriers with the inference
that damage was'the result of the act of the shipper such as
Inadequate packaging or loading or some Inherent defect In
the Equipment and/or material, Contractor, on request of the
State, shall at Contractor's own expense assist the State in
establishing carrier liability by supplying evidence that the
Equipment and/or material was properly constructed;
manufactured, packaged, and secured to withstand normal
transportation conditions.
DELIVERY: Contractor shall strictly adhere to the delivery and
completion schedules specified fn this Contracl,Time,'if stated as
a number of days, shall mean calendar.days unless otherwise
specified. The quantities specified herein are the only quantities
required. If Contractor delivers in excess of the quantities
specified• herein, the State shall not be required to make any
payment for the excess Deliverables, and may return them to
Contractor at Contractor's expense or utilize any other rights
available to the State at law or in equity.
15. SUBSTITUTIONS: Substitution of Deliverables may not be
tendered without advance written consent of the Buyer.
Contractor shall not - use any specification• in lieu .of those
contained in the Contract without written consent of the Buyer
16. INSPECTION, ACCEPTANCE AND REJECTION; Unless
otherwise specified in the Statement of Work: I .
a) Contractor and its subcontractors will provide and maintain a
quality assurance system acceptable to the State covering
Deliverables and services under this Contrdct and will tender
to the State only those Deliverables that have- been
inspected and found to conform to this Contract's
requirements. Contractor will keep records evidencing
inspections and their result. and will make these recomb
available to the State during Contract performance and loi
three years after final payment. Contractor shall permit the
State to review procedures, practices, processes, and
related documents to determine the acceptability of
Contractor's quality assurance System or other similar
business practices related to performance of the Contract.
b) Ail Deliverables may be subject to Inspection and test by the
State or Its authorized representatives.
c) Contractor and its subcontractors shall provide all
-reasonable facilities for the safety and convenience of
Inspectors at no additional cost to the State. Contractor shall
furnish to inspectors all information and data as may be
reasonably required to perform their inspection.
d) All Dellverables may be subject to final inspection, test and
acceptance by the.State at destination, notwithstanding any
payment or inspection at source.
e) The State shall give written notice of rejection of Deliverables
delivered or services performed hereunder within a
Page 3 of 10
GSPD-401IT
(REVISED AND EFFECTIVE 04/12/2007)
GENERAL PROVISIONS — INFORMATION TECHNOLOGY
reasonable time after receipt of such Deliverables or
performance of such services. Such notice of rejection will
state the respects in which the Deliverables do not
substantially conform to their specifications. If the State
does not provide such notice of rejection within thirty (30)
days of delivery, such Deliverables and services will be
deemed to have been accepted. Acceptance by the State
will be final and irreversible, except as it relates to latent
defects, fraud, and gross mistakes amounting to fraud.
Acceptance shall not be construed to waive any warranty
rights that the State might have at law or by express
reservation in this Contract with respect to any
nonconformity.
17. SAMPLES:
a) Samples of items may be required by the State.for inspection
and specification testing and must be furnished free of
expense to the State. The samples furnished must be
identical In all respects to the products bid and/or specified in
the Contract.
b) Samples, if not destroyed by tests, may, upon request made
at the time the sample is furnished, be returned at
Contractor's expense.
18, WARRANTY:
a) Unless otherwise specified.in the Statement of Work, the
warranties in this subsection a) begin upon delivery of the
goods or seiices in question and end one (1) year
thereafter. • Contractor warrants that (1) Deliverables and
services furnished hereunder will substantially conform to the
requirements of this Contract (including without limitation all
descriptions, specifications, and drawings identified in the
Statement of Work), and (11) the Deliverables will be -free from
material defects in materials and workmanship. Where the
parties have agreed to design specifications (such as a
Detailed Design Document) and incorporated the same or
equivalent In the Statement of Work directly or by reference,
Contractor will warrant that its Deilverables provide all
material functionality required thereby. In addition to the
other warranties set forth herein, where the Contract calls for
delivery of Commercial Software, Contractor warrants that
such Software will perform in accordance with its license and
accompanying Documentation. The State's approval of
designs or specifications furnished by Contractor shall not
relieve the Contractor of its obligations under this warranty.
b) Contractor warrants that Deliverables furnished hereunder (1)
will be free, at the time of delivery, of harmful code (i.e.
computer viruses, worms, trap doors, time bombs, disabling
code, or any similar malicious mechanism designed to
interfere with the intended operation of, or cause damage to,
computers, data, or Software); and (11) will not infringe or
violate any U.S. Intellectual Property Right. Without limiting
the generality of the foregoing, If the State believes that
harmful code may be present in any Commercial Software
delivered hereunder, Contractor will, upon the State's
request, provide a master copy of the Software for
comparison and correction.
c) Unless otherwise specified in the Statement of Work:
(I) Contractor does not warrant that any Software provided
hereunder is error -free or that it will run without
immaterial interruption.
(11) Contractor does hot warrant and will have no
responsibility for a claim to the extent that it arises
directly from (A) a modification made by the State,
unless such modification Is approved or directed by
Contractor, (B) use of Software in combination With or
on products other than as specified by Contractor, or
(C) misuse by the State.
(fii) Where Contractor resells Hardware or Software It
purchased from a third party, and such third party offers
additional or more advantageous warranties than those
set forth herein, Contractor will pass through any such
warranties to the State and will reasonably cooperate in
enforcing them. Such warranty pass -through will be
supplemental to, and not relieve Contractor from,
Contractor's warranty obligations set forth above.
All warranties, Including special warranties specified
elsewhere herein, shall inure to the State, its successors,
assigns, customer agencies, and governmental users of,the
Deliverables or services.
Except as may be specifically provided In the Statement of.
Work or elsewhere in this Contract, for any breach of the
warranties provided In this Section, the State's exclusive
remedy and Contractor's sole obligation will be limited to:
(1) re -performance, repair, or replacement of the
nonconforming Deliverable '(including without
limitation an infringing Deliverable) or service; or
(ii) should the State in its sole discretion consent,
refund of all amounts paid by the State for the
nonconforming Deliverable or service and
payment to the State of -any additional amounts
necessary to equal the State's Cost to Cover.
"Cost to Cover" means the cost, properly
mitigated; of procuring Deliverables or services of
equivalent capability, function, and performance.
The payment obligation in subsection (e)(ti) above
will not exceed the limits on Contractors liability
set forth in the Section entitled "Limitation of
Liability."
EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED
IN THIS SECTION, CONTRACTOR MAKES NO
WARRANTIES EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.
19. SAFETY AND ACCIDENT PREVENTION: In -performing work
under this Contract on State premises, Contractor shall conform
to any specific safety requirements contained In the Contract or as
required by law or regulation. Contractor shall take any additional
precautions as the State may reasonably require for safety and
accident prevention purposes. Any violation of such rules and
requirements, unless promptly corrected, shall be grounds for
termination of this Contract in accordance with the default
provisions hereof. '
20. INSURANCE: When performing work on property in the care,
custody or, control of the State, Contractor shall maintain all
commercial general liability insurance, workers' compensation
insurance and any other insurance the State deems appropriate
under. the • Contract. Contractor shall furnish an Insurance
certificate evidencing required insurance coverage acceptable to
the State, Upqn request by the Buyer. the Contractor may be
required to have the State shown as an "additional insured" on
selected policies.
21.TERMINATION FOR NON -APPROPRIATION OF FUNDS:
a) If the term of this Contract extends • into fiscal years
subsequent to that in which it is approved, -such continuation
of the Contract is contingent on the appropriation of funds for
such purpose by the Legislature. If funds to effect such
continued payment are not appropriated, Contractor agrees
to take back any affected Deliverables furnished under this
Contract, terminate any services supplied to the State under
this Contract, and relieve the.Slate of any further obligation
therefor.
b) STATE AGREES THAT IF PARAGRAPH a) ABOVE IS
INVOKED, DELIVERABLES SHALL BE RETURNED TO
THE CONTRACTOR IN SUBSTANTIALLY. THE SAME
CONDITION IN WHICH DELIVERED TO THE STATE,
SUBJECT TO NORMAL WEAR AND• TEAR, STATE
FURTHER AGREES TO PAY FOR PACKING, CRATING,
TRANSPORTATION TO CONTRACTOR'S NEAREST
FACILITY AND FOR REIMBURSEMENT TO THE
CONTRACTOR FOR EXPENSES INCURRED FOR THEIR
ASSISTANCE IN SUCH PACKING AND CRATING.
22, -TERMINATION FOR THE CONVENIENCE OF THE STATE:
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GSPD-4011T
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
The. State may terminate performance of work under this
Contract for its convenience in whole or, from time to time, in
part, if the Department of General Services, Deputy Director
Procurement Division, or designee, determines that a
termination is in the State's Interest, The Department of
General Services, Deputy Director, Procurement Division, or
designee, shall terminate by delivering to the Contractor a
Notice of Termination specifying the extent of termination
and the effective date thereof.
After receipt of a Notice of Termination, and except as
directed by the State, the Contractor shall immediately
proceed with the following obligations, as applicable,
regardless of any delay in determining or adjusting any
amounts due under this clause. The Contractor shall:
(1) Stop work as specified in the Notice of Termination.
(it) Place no further subcontracts for materials, services, or
facilities, except as necessary to complete the
continuing portion of the Contract.
(111) Terminate all subcontracts to the extent they relate to
the work terminated,
(iv) Settle all outstanding IlabiAtles and termination
settlement proposals arising from the termination of
subcontracts—,
Unless otherwise set forth In the'Statement of Work, if the
Contractor and the State fail to agree on the amount to be
paid because of the termination for convenlerice, the State
will pay the Contractor the following amounts; provided that
in no event will total payments exceed the amount payable to
the Contractor if the Contract had been fully performed:
(I) The Contract price for Deliverables or services
accepted by the State and not previously paid for,
adjusted for any savings on freight and other charges;
and
(11) The total of.
A) The reasonable costs incurred in the'performance
of the work terminated, Including Initial costs and
preparatory expenses allocable thereto, but
excluding any cost attributable to Deliverables or
services paid or to be paid;
;B) The reasonable cost of settling and paying
termination settlement proposals under terminated
subcontracts that are properly chargeable to the
terminated portion of the Contract; and
C) Reasonable storage, transportation,
demobilization, unamortized overhead and capital
costs, and other costs reasonably incurred by the
Contractor in winding down and terminating its
work.
The Contractor will use generally accepted accounting
principles, or accounting principles otherwise agreed to in
writing by the parties,, and sound business practices In
determining ,all costs Calmed, agreed to, or determined
under this clause,
23. TERMINATION FOR DEFAULT:
a) The State may, subject to the clause titled "Force Majeure"
and to sub -section d) below, by written notice of default to
the Contractor, terminate this Contract in whole or in part if
the Contractor fails to:
1) Deliver the Deliverables or perform the.services within
the time specified in the Contract or any amendment
thereto;
11) Make progress, so that the lack of progress endangers
performance of this Contract; or
111) Perform any of the other provisions of this Contract.
b) The State's right to terminate this Contract under sub -section
a) above, may be exercised if the 'failure constitutes a
material breach of this Contract and if the Contractor does
not cure such failure within the time frame stated in the
State's cure notice, which in no event will be less than fifteen
(15) days, unless the Statement of Work calls for a shorter
period.
c) If the State terminates this Contract. in whole or in part
pursuant to this Section, it may acquire, under terms and in
the manner the Buyer considers appropriate, Dellverables or
services similar to those terminated, and the Contractor will
be liable to the State for any excess costs for those
Deliverables and services. Including without limitation costs
third party vendors charge for Manufacturing Materials (but
subject to 'the clause entitled "Limitation of Liability").
However,. 'the Contractor shall continue the work not
terminated.
If the Contract is terminated for default, the State may
require the Contractor to transfer title, or in the case of
licensed Software, license, and deliver to the State, as
directed by the Buyer, any:
(1) completed Deliverables,-
(li) partially completed Deliverables, and,
(W) subject to —provisions of sub -section e) . below,
Manufacturing Materials related to the terminated
portion of this Contract. Nothing in this sub -section d)
will be construed to grant the State rights to
-Deliverables that it would not have received had this
Contract been fully performed. Upon direction of the,
Buyer, the Contractor shall also protect and preserve
property in its possession in which the State has an
Interest,
The State shall pay Contract price for completed
Deliverables delivered and accepted. Unless the Statement
of Work calls for different procedures or requires no -charge
delivery of materials, the Contractp( and Buyer shall attempt
to agree on the amount of payment for Manufacturing
Materials and other materials delivered .and accepted by the
State for the protection and preservation of the property;
provided that where the Contractor has billed the State for
any such materials,• no additional charge will apply. Failure
to agree will constitute a dispute under the Disputes clause.
The State may withhold from these amounts any sum it
determines to be necessary. to protect the State against loss
because of outstanding liens or claims of former lien holders
If, after termination, It Is determined by a final ruling in
accordance with the Disputes Clause that the Contractor
was not in default, the rights and obligations of the parties
shall be the same as if the termination had been issued for
the convenience of the State.
The rights and remedies of the State in this clause are in
addition to any other rights and remedies provided by law or
under this Contract, -and are subject to the clause titled
"Limitation of Liability."
24. FORCE MAJEURE
Except for defaults of subcontractors at any tier, the Contractor
shall not be liable for any excess costs if the failure to perform the
Contract arises from causes beyond the control and without the
fault or negligence of the Contractor. Examples. of such causes
include, but are not limited to:
a) Acts of God or of the public enemy, and
b) Acts of the federal or State government in either its
sovereign or contractual capacity.
If the failure to perform is caused by the default of a subcontractor
at any tier, and if the cause of the default- is beyond the control of
both the Contractor and subcontractor; and without the fault or
negligence of either, the Contractor shall not be liable for any
excess costs for failure to perform,
25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a) In the event any Deliverabies furnished or services provided
by the Contractor in the performance of the Contract should
flail to conform to the requirements herein, or to the sample
submitted by the Contractor, the State may reject the same,
and it shall become the duty of the Contractor to reclaim and
remove the item promptly or to correct the performance of
services; without expense to the State, and Immediately
replace all such rejected Items with others conforming to the
Contract.
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GENERAL PROVISIONS — INFORMATION TECHNOLOGY
b) In addition to any other rights and remedies the State may
have, the State may require Contractor, at Contractor's
expense, to ship Deliverables via air freight or expedited
routing to avoid or minimize actual or potential delay if the
delay is the fault of the Contractor.
c) In the event of the termination of the Contract, either in
whole or in part, by reason of default or breach by the
Contractor, any loss or damage sustained by the State in
procuring any Items which the Contractor agreed to supply
shall be borne and paid for by the Contractor (but subject to
the clause entitled "Limitation of Liability").
d) The State reserves the right to offset the reasonable cost of
all damages caused to the State against any outstanding
invoices or amounts owed to Contractor or to make a claim.
against the Contractor therefore.
26. LIMITATION OF LIABILITY:
a) Contractor's liability for damages to the State for any cause
whatsoever, and regardless of the form of action, whether in
Contract or in tort, shall be limited to two times the Purchase
Price. For purposes of this sub -section a), 'Purchase Price"
will mean the aggregate Contract price; except that, with
respect to a Contract' under which multiple purchase orders
will be issued (e.g., a Master Agreement or Multiple Award
Schedule contract), "Purchase Price" will mean the total
price of the purchase order for the Deliverable(s)• or
service(s) that gave rise to the loss, such that Contractor will
have a separate limitation of liability for each purchase order:
b) The foregoing limitation ofliability shall not apply (1) to liability
under the General Provisions; entitled 'Patent. Copyright,
and Trade Secret Protection" or to any other liability
(Including without limitation indemnification obligations) for
Infringement of third party intellectual property rights; (11) to
claims covered by any specific provision herein calling for
liquidated damages; (111) to claims arising under provisions
herein calling for Indemnification for third party claims
against the State for bodily injury to persons or damage to
real or tangible personal property caused by Contractor's
negligence or willful misconduct or (Iv) to -costs or attorneys
fees that the State becomes entitled to recover as a
prevailing party in -any action.
c) The State's liability for damages for any cause whatsoever,
and regardless of the form of action, whether in Contract or
in'tort, shall be limited to the Purchase Price, as that tarmis
defined in subsection a) above. Nothing herein shall be
construed to waive or limit the State's sovereign immunity or
any other immunity from suit provided by law,
d) In no event will either the Contractor or the State be liable for
consequential, incidental, indirect, special, or punitive
damages, even If notification has been given as to the
possibility of such- damages, except (1) to the extent that
Contractor's liability for such damages is specifically set forth
In the Statement of Work or (ii) to the extent that Contractor's
liability for such damages arises out of sub -section b)(1),
b)(ti), or b)(iv) above.
27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR
DAMAGE TO PROPERTY:
a) The Contractor shall be liable for damages arising out of
injury to the person and/or damage to the property of the
State, employees of the State, persons designated by the
State for training,, or any other person(s) other than agents or
employees of the Contractor, designated by the State for any
purpose, prior to, during, or subsequent to delivery,
installation, acceptance, and use of the Deliverables either at
the Contractor's site or at the State's place of business,
provided that the injury or damage was caused by the fault
or negligence of the Contractor,
b) Contractor shall not be liable for damages arising out of or
caused by .an alteration or an Attachment not made or
installed by the Contractor, or for damage to alterations or
Attachments that may result from the normal operation and
maintenance of the Deliverables provided by the Contractor
during the Contract,
28. INDEMNIFICATION: Contractor agrees to indemnify, defend and
save harmless the State; its officers, agents and employees from
any and all third party claims, costs (including without limitation
reasonable attorneys' fees), and losses due to the injury or death
of any individual, or the loss or damage to any real or tangible
,personal property, resulting from the willful misconduct or
negligent acts or omissions of Contractor or any of its agents,
subcontractors, employees, suppliers, laborers, or any other
person, firm, or corporation furnishing or supplying work, services,
materials, or supplies In connection with the performance of this
Contract. Such defense and payment will be conditional upon the
following:
a) The State will notify Contractor of any such claim in writing
and tender the defense thereof within a reasonable time; and
b) Contractor will have sole control of the defense of any action
on such claim and all negotiations for Its settlement or
compromise; provided that (I) when substantial principles of
government or public law are involved, when litigation might
create precedent affecting future State operations or liability,
or when involvement of the State Is otherwise mandated by
law, the State may participate in such action at its own
expense with respect to attorneys' fees and costs (but not
liability); (11) the State will have the right to approve or
disapprove any settlement or compromise, which approval
will not unreasonably be withheld or delayed; and (iii).the
State 'will reasonably cooperate in the defense and in any
related settlement negotiations.
29. INVOICES: Unless otherwise specified, invoices shall be.sent to
the address set forth herein. Invoices shall be submitted in
triplicate and shall include the.Contract number; release order
number (if applicable): item number: unit price extended item
price and Invoice total amount. State sales tax and/or use tax
shall be itemized separately and added. to each invoice as
applicable.
30. REQUIRED PAYMENT DATE: Payment will be made in
accordance with the provisions of the California Prompt Payment
Act, Government Code Section 927 et. seq. Unless expressly
exempted by statute, the Act requires State -agencies to pay
properly submitted, undisputed Invoices not more than 45 days
after (1) the date of acceptancerof Deliverables or performance of
services; or (ii) receipt of an undisputed invoice, whichever is
later.
31. TAXES: Unless otherwise required by law, the State of California
Is exempt from Federal excise taxes. The State will only pay for
any State qr local sales or use taxes on the services rendered or
Goods supplied to the State pursuant to this Contract.
32, NEWLY MANUFACTURED GOODS: All Goods furnished under
this Contract shall be newly manufactured Goods; used or
reconditioned Goods are prohibited, unless otherwise specified.
33. CONTRACT MODIFICATION: No amendment or variation of the
terms of this.Contractshall be valid unless'made in writing, signed
by the parties and approved as required. No -oral understanding
or agreement not incorporated in the Contract is binding on any of
the parties.
34. CONFIDENTIALITY OF DATA: All financial, statistical, personal,
technical and other data 'and information relating to the State's
operation which are designated confidential by the State and
made available to the Contractor in order to carry out this
Contract, or which become available to the Contractor in carrying
out this Contract, shall be protected by the Contractor from
unauthorized use and disclosure through the observance of the
same or more effective procedural requirements as are applicable
to the State. The identification of all such confidential data and
Information as well as the State's procedural requirements -for
protection of such data and information from .unauthorized use
and disclosure shall be provided by the State in writing to the
Contractor. If the methods and procedures employed by the
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GENERAL PROVISIONS — INFORMATION TECHNOLOGY
Contractor for the protection of the Contractor's data and
works from, and disclose the Work Product for any State
Information are deemed by the State to be adequate for the
government purpose. Such recipients of the Work Product
protection of the State's confidential information, such methods
may include, without limitation, State Contractors, California
and procedures may be used, with the written consent of the
local governments, the U.S. federal government, and the
State, to carry out the'intent of.this paragraph. The Contractor
State and local governments'of other states. 'Government
shall not be required under the provisions.of this paragraph to
Purpose Rights" do not include any rights to use. modify.
keep confidential any data or information which is or becomes
reproduce, perform, release. display, create derivative
publicly available, Is already rightfully, in the Contractor's
works from, or disclose the Work ProdGcl lot any
possession, is independently developed by the Contractor outside
commercial purpose.
the scope of this Contract, or Is rightfully obtained from third
d). The ideas, concepts, know-how, or techniques relating to
parties.
data processing, developed during the course of this
Contract by the Contractor 'or jointly by the Contractor and
35. NEWS RELEASES: Unless otherwise exempted, news releases
the Stale may be used.by either party withciul obligation of
pertaining to this Contract shall not be made without prior written
notice or accounting.
approval of the Department of General Services.
e) This Contract shall not preclude the (.onuactor Volt;
developing materials outside this Contract that are
36. DOCUMENTATION
competitive, irrespective of their similarity to materials which
a) The Contractor agrees to provide to the State, at no charge,
might be delivered to the State pursuant to this Contract.
a number of all nonproprietary manuals and other printed
materials, as described within the Statement of Work, and
38. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER
updated versions thereof, which are -necessary or useful to.
PROPRIETARY DATA
the State in Its use of the Equipment or Software provided
a) 'State agrees that all material appropriately marked or
hereunder. The Contractor agrees to provide additional
identified In writing as proprietary, and furnished hereunder
Documentation at prices not in excess of charges made by
are provided for State's exclusive use for the purposes of
the Contractor to its other customers for similar
this Contract only. All such proprietary data shall remain the
Documentation.
property of the Contractor. State agrees to take all
b) if the Contractor (is unable to perform maintenance or the
reasonable steps to insure that such proprietary data are not
State desires to perform its own maintenance on Equipment
disclosed to others, without prior written • consent of the
purchased under this Contract then upon written notice by
Contractor, subject to the California Public Records Act,
the State •the Contractor will provide at Contractor's then
b) The State will insure, prior to disposing of any media, that
current rates and fees adequate and reasonable assistance
any licensed materials contained thereon have. been erased
including relevant Documentation to allow the State to
or otherwise destroyed,
maintain the Equipment based on Contractor's methodology,
c) The State agrees that it will take appropriate action by
The Contractor agrees that the State may reproduce such.
instruction, agreement or otherwise .with its employees or
Documentation for its own use in maintaining the Equipment,
other persons permitted access to licensed software and
If the Contractor Is unable to perform maintenance, the
other proprietary data to ,satisfy its obligations under this
Contractor agrees to license any other Contractor that the
Contract with respect to use, copying, modification,
State may have hired to maintain the Equipment to use the
protection and security of proprietery software and other
above noted Documentation. The State agrees to include
proprietary data,
the Contractor's copyright notice on any such Documentation
reproduced, in accordance with copyright Instructions to be
39. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
provided by the Contractor.
a) Contractor will indemnify, defend, and save harmless the
State, its officers, agents,, and employees, from any and all
37. RIGHTS iN WORK PRODUCT;
third party claims, costs (including without limitation
a) All inventions, discoveries., intellectual property, technical
reasonable attorneys' fees), and losses for Infringement or'
communications. and records originated or prepared by the
violation of any U.S. Intellectual Property Right by any
Contractor pursuant to this Contract including papers;
product or service provided hereunder. With respect to
reports, charts, computer prpgrams, and other
claims• arising from computer Hardware or Software
Documentation or Improvements thereto, and Including
manufactured by a third party, and sold by Contractor as a
Contractor's administrative communications and records
reseller, Contractor will pass through to the State 'such
relating to this Contract (collectively, the "Work Product"),
indemnity rights as It receives from such.third party ('Third
shall be Contractor's exclusive property, The provisions of
Party Obligation") and will cooperate in enforcing them;
this sub -section a) may be revised In a Statement of Work.
provided that If the third party manufacturer falls to honor the
.b) Software and other materials developed or otherwise
Third Party Obligation, Contractor will provide the State with
obtained by or for Contractor or its affiliates independently
indemnity protection equal- to that called for by the Third
of this Contract or applicable purchase order CPre-Existing
Parry Obligation, but in no event greater than that called for
Materials") do not constitute Work Product, If Contractor
in the first sentence of this Section 39a). The provisions of
creates derivative works- of Pre -Existing Materials, the
the preceding sentence apply only to third party computer
elements of such derivative works created pursuant, to this
-Hardware or Software sold as a distinct unit and accepted by
Contract Constitute Work Product, but other elements do
the State.
not, Nothing in this Section 37 will be construed to interfere
with Contractor's or its affiliates' ownership of Pre -Existing
Unless a Third Party Obligation provides otherwise, the
Materials.
defense and payment obligations set forth In this Section
c) The State will have Government Purpose Rights to the
39a) will be conditional upon the following:.
Work Product as Deliverable or delivered to the State
1) The State will 'notify Contractor of any such claim in
hereunder. "Government Purpose Rights" are the
writing and tender the defense thereof within a
unlimited, Irrevocable, worldwide, perpetual, royalty -free,
reasonable time; and
non-exclusive rights and licenses to use, modify, reproduce, •
11) Contractor will have sole control of the defense of any
perform, release, display, create derivative works from, and
action on such claim and all negotiations for its
disclose the Work Product. "Government Purpose Rights"
settlement or compromise; provided that (i) when
also include the right to release or disclose the Work
substantial principles of government or public law are
Product outside the' State for any State government
Involved, when litigation might create precedent affecting
purpose and to authorize recipients to use, modify,
future State operations or liability, or when involvement
reproduce, perform, release, display, create derivative
of the State is otherwise mandated by law, the State may
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GENERAL PROVISIONS — INFORMATION TECHNOLOGY
participate in such action at its own expense with respect
to attorneys' fees and costs (but not liability); (if) the -
State will have the right to approve or disapprove any
settlement or compromise, which approval will not
unreasonably be withheld or delayed; and (tit) the State
will reasonably cooperate in the defense and In any
related settlement negotiations.
b) Contractor may be required to furnish a bond to the State
against any and all loss, damage, costs, expenses, claims
and liability for patent, copyright and trade secret
infringement.
c) Should the Deliverables or Software, or the operation
thereof, become, or in the Contractor's opinion are likely to
become, the subject of a claim of infringement or violation of
a U.S. Intellectual Property Right, the State shall permit the
Contractor at its option anti expense either to procure for the
State the right to continue using the Deliverables or
Software, or to replace or modify the same so that they
become non -infringing. If none of these options can
reasonably be taken, or if the use of such Deliverables or
-Software by the State shall be prevented by injunction, the
Contractor agrees to take back such Deliverables or
Software and make every reasonable effort to assist the
State in procuring substitute Deliverables or Software. If, in
the sole opinion of the State, the return of such infringing
Deliverables or Software makes the retention of other
Deliverables or Software acquired from the -Contractor under
this Contract impractical, the State shall then have the option
of terminating such Contracts, or applicable portions thereof,
without penalty or termination charge. The Contractor agrees
to take back such Deliverables or Software and refund any
sums the State has paid Contractor less any reasonable
amount for use or damage.
d) . The Contractor shall have no liability to the State under any
provision of this clause with respect to any claim of patent,
copyright or trade secret Infringement which is based upon:
(1) The combination or utilization of Dellverables furnished
hereunder with Equipment or devices not made or
furnished by the Contractor; or,
(11) The operation of Equipment furnished by the Contractor
under the control of any Operating Software other than,
or in addition to, the current version of
Contractor -supplied Operating Software; or
(fit) The modification by the State of the Equipment
furnished hereunder or of the Software; or
(Iv) The combination or utilization of Software furnished
hereunder with non -contractor supplied Software.
e) Contractor certifies that if has appropriate systems and
controls in place to ensure that State funds will not be used
In the performance -of this Contract for the acquisition,
operation or maintenance of computer Software in violation
of copyright laws,
40. EXAMINATION AND AUDIT: Contractor agrees that the State, or
its designated representative shall have the right to review and
copy any records and supporting Documentation pertaining to
performance of this Contract. Contractor agrees to maintain such
records for possible audit for a minimum of three (3) years after
final payment, unless a longer period of records retention is
stipulated. Contractor agrees to allow the auditor(s) access to
such records during normal business hours and to allow
Interviews of any employees or others who might reasonably have
information related to such records. Further, Contractor agrees to
include a similar right of the State to audit records and interview
staff in any subcontract related to performance of this Contract.
41. DISPUTES: —
a) The parties shall deal in good faith and .attempt to resolve
potential disputes Informally. If the dispute persists,
Contractor shall submit to the Department Director or
designee a written demand for a final decision regarding the
disposition of any dispute between the parties arising under,
related to or involving this Contract, unless the State, on its ••
own initiative, has already rendered such a final decision.
Contractor's written demand shall be fully supported by
factual Information, and if such demand involves a cost
adjustment to the Contract, Contractor shall include with the
demand a written statement signed by an authorized person
Indicating that the demand is made in good faith, that the
supporting data are accurate and complete and that the
amount requested accurately reflects the Contract
adjustment for which Contractor believes the State Is liable.
If the Contractor is not satisfied with the decision of the
Department Director or designee, the Contractor may appeal
the decision to the Department of General Services, Deputy
Director, Procurement Division. In the event that this
Contract is for Information Technology Goods and/or
services, the decision may be appealed to an Executive
Committee of Slate and Contraclor personnel
b) Pending the final resolution of any dispute ansing aiiuw
related to or involving this Contract. Contractor agrees to
diligently proceed with the performance of this Contract.
including the delivery of Goods or providing of services in
accordance with the State's instructions. Contractor's lailure
to diligently proceed in accordance with the Slale s
instructions shall be considered a malarial breach of Iris
Contract.
c) • Any final decision of the State shall be expressly identified as
such, shall be In writing, and shall be signed by the
Department Director or designee or Deputy Director,
Procurement Division if an appeal was made. If the State
falls to render a final decision within 90 days after receipt of
Contractor's demand, it shall be deemed a final decision
adverse to Contractor's contentions. The State's final
decision shall be conclusive and binding regarding the
dispute unless Contractor commences an action in a court of
competent jurisdiction to can such decision within 90
days following the date of the final decision or one (1) year
following the accrual of the cause of action, whichever Is
later,
42. STOP WORK:
a) The State may, at any time, by written Stop Work Order to
the Contractor, require the Contractor to stop all, or any part,
of the work called for by this Contract for a period up to 90
days after the Stop Work Order is delivered to the
Contractor, and for any further period to which the parties
may agree. The Stop Work Order shall be specifically
identified as such and shall indicate it is issued under this
clause. Upon receipt of the Stop Work Order, the Contractor
shall immediately comply with its terms and take all
reasonable steps to minimize the incurrenge. of costs
allocable to the work covered by the Stop Work Order during
the period of work stoppage. Within a period of 90 days after
a Stop Work Order Is delivered to the Contractor, or within
any extension of that period to which the parties shall have
agreed, the State shall either:
(1) Cancel the Stop Work Order; or
(if) Terminate the work covered by the Stop Work Order as
provided for in the termination for default or the
termination for convenience clause of this Contract.
b) If a Stop Work Order Issued under this clause Is canceled or
the period of the Stop Work Order or any extension thereof
expires, the Contractor shall resume work. The State shall
make an equitable adjustment in the delivery schedule, the
Contract price, or both, and the Contract shall be modified, in
writing, accordingly, if.,
(1). The Stop Work Order results In an Increase in the time
required for, or in the Contractor's cost' properly
allocable to the performance of any part of this
Contract; and
(11) The Contractor asserts Its right to an equitable
adjustment within 30 days after the end of the period of
work stoppage; provided, that if the State decides the
facts justify the action, the State may receive and act
upon a proposal submitted at any time before final
payment under this Contract.
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GENERAL PROVISIONS -- INFORMATION TECHNOLOGY
c) If a Stop Work Order is not canceled and the work covered 46.
by the Stop Work Order is terminated in accordance with the
provision entitled Termination for the Convenience of the
State, the State shall allow reasonable costs resulting from
the Stop Work Order in arriving 'at the termination settlement.
d) The State shall not be liable to the Contractor for loss of
profits because of a Stop Work Order issued .under this
clause,
43. FOLLOW-ON CONTRACTS:
a) if the Contractor or. Its affiliates provides Technical
Consulting and Direction (as defined below), the Contractor
and Its affiliates:
(1) will not be awarded a subsequent Contract to supply
the service or system, or any significant component
thereof, that is used for or In connection with any
subject of such Technical Consulting and Direction; and
(li) will not act as consultant to any person or entity that
does receive a Contract described in sub -section (1).
This prohibition will continue for one (1) year after
termination of this Contract or completion of the
Technical Consulting and Direction, whichever comes
later.
b) 'Technical Consulting and Direction" means services for
which the Contractor recelved compensation from the State
and Includes:
(q development'of or assistance in the development of
work. statements, specifications, solicitations, or
feasibility studies;
(fi) development or design of test requirements;
(lit) evaluation of test data;
(Lv) direction of or evaluation of another Contractor;
(v) provision of formal recommendations regarding the
acquisition of Information Technology products or
services; or
(vl) provisions of formal recommendations regarding any of
the above. For purposes of this Section, "affiliates" are
employees, directors, partners, joint venture
participants, parent•.corporations, subsidiaries, or any
other entity controlled by, controlling, or under common
control with the Contractor. ' Control exists when an
entity owns or• directs more than fifty percent (50%) of
the outstanding shares or securities• representing the
right to vote for the election of directors or other
managing authority.
c) ,To the extent permissible by law, the Director of the
Department of General Services, or designee, may waive the
restrictions set forth in this Section by written notice to the
Contractor If the Director determines their application would
not be in the S'tate's best interest. Except as prohibited by
law, the restrictions of this Section will not apply: '
(1) to follow-on advice given by vendors of commercial off -
the -shelf products, including Software and Hardware,
on the operation, integration, repair, or maintenance of
such products after sale; or
(11) where the State has. entered Into a•master agreement
for Software or services and the scope of work at the
time of Contract execution expressly calls for future
recommendations among the Contractor's own
products.
d) The restrictions set forth in this Section are in addition to
conflict of interest restrictions imposed on public Contractors
by California law ("Conflict Laws"). In the event of any
inconsistency, such Conflict Laws override the provisions of
this Section, even if enacted after execution of this Contract;
44. PRIORITY HIRING CONSIDERATIONS: If this Contract includes
services in excess of $200,000, the Contractor shall give priority
consideration in filling vacancies in. positions funded by the.
Contract to qualified recipients of aid. under Welfare and
Institutions Code. Section 11200 in accordance with PCC Section
10353.
COVENANT AGAINST GRATUITIES: The Contractor warrants
that no gratuities (in the form of entertainment, gifts, or otherwise)
were offered or given by the Contractor, or any agent or
representative of the Contractor, to any officer or employee of the
State with a view toward securing the Contract or securing
favorable treatment with respect to any determinations concerning
the performance of the Contract, For breach or violation of this
warranty, the State shall have the right to terminate the Contract,
either in'whole or in part, and any loss or damage sustained by
the State in procuring on the open market any items which
Contractor agreed to supply shall be borne and paid for by the
Contractor. The rights and remedies of the State provided in this
clause shall not be exclusive and are in addition to any other
rights and remedies provided by law or in equity
46, NONDISCRIMINATION CLAUSE:
a) During the performance of this Contract, Contractor and its
subcontractors shall not unlawfully discriminate, harass or
allow harassment, against any employee or applicant for
employment because of sex, sexual orientation, race, color,
ancestry, religious creed, national origin, disability (including
HIV and AIDS), medical condition (cancer), age, marital
status, and denial of family. care leave. Contractor and
subcontractors shall insure that the evaluation and treatment
of their employees and applicants for employment are free
from such discrimination and harassment. Contractor and
subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code, Section
12990 at seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2, Section.
- 7285.0 at- seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing
Government Code Section 12990 (a-f), set forth in Chapter 5
of Division 4 of Title 2 of the California Code of Regulations
are incorporated, into this Contract by reference and made a•
part hereof as' If set forth Jn full. Contractor and its
subcontractors shall give written notice of their obligations
underthis•clause to labor organizations with which they have
a collective bargaining or other agreement.
b) The Contractor 'shall include the nondiscrimination and
compliance, provisions of this clause in all subcontracts to
perform work underthe Contract. .
47. NATIONAL LABOR RELATIONS BOARD CERTIFICATION:
Contractor swears under penalty, of perjury that no more than one
final, unappealable finding of contempt of court by a federal court
has been issued against the Contractor within the immediately
preceding -two-year period because of the Contractor's failure to
comply with an order of the National Labor Relations Board. This
provision is required by, and shall be construed in accordance
with, PCC Section 10296.
48, ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to
Government Code Sections 4552, 4553, and 4554, the following
provisions are incorporated herein:
a) • In submitting a bid to the State, the supplier offers and
agrees that if the bid Is accepted, itwill assign to the State all
rights, title, and interest in and to all causes of action it may
have under Section 4 of the Clayton Act (16 U.S.C.. 15) or
under the Cartwright Act (Chapter 2, commencing with
Section 16700, of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of Goods,
material or other items, or services by,the supplier for sale to
'the State pursuant to the solicitation. Such assignment shall
be made and become effective at the time the Stale tenders
final payment to the supplier.
11) If the State receives, either through judgment or settlement,
a monetary recovery for cause of action assigned under
this chapter,, the 'assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may, upon
demand, recover from the State any portion of the recovery,
including treble damages, attributable to overcharges that
were paid by the assignor but were not paid by the Slate as
Page 9 of 10
GSPD-401 IT
(REVISED AND EFFECTIVE 04/12/2007)
GENERAL PROVISIONS — INFORMATION TECHNOLOGY
part of the bid price, less the expenses incurred in obtaining
that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee shall,
within one year from such demand, reassign the cause of
action assigned under this part if the assignor has been or
may have been injured by the violation of law for which the
cause of action arose and
(1) the assignee has not been injured thereby, or
(ii) the assignee declines to file a court action for the cause
of action.
49. DRUG -FREE WORKPLACE CERTIFICATION: The Contractor
certifies under penalty of perjury under the laws of the State of
California that the Contractor will comply with the requirements of
the Drug -Free Workplace Act of 1990 (Government Code Section
8350 at seq.) and will provide a drug -free workplace by taking the
following actions:
a) Publish a statement notifying employees that unlawful
manufacture, distribution, dispensation, possession, or use
of a controlled substance Is prohibited and specifying actions
to be taken against employees for violations, as required by
Government Code Section 8355(a).
b) Establish a Drug -Free Awareness Program as required by
Government Ccde Section 8355(b) to inform employees
about all of the following;
(1) the dangers of drug abuse in the,workplace;
(il) the person's or organization's policy of maintaining a
drug -free workplace;
(111) any available counseling, rehabilitation and employee
assistance programs; and,
(IV) penalties that may be imposed upon employees for
drug• abuse violations.
c) Provide, as required by Government- Code Section 8355(c),
that every employee who works on the proposed or resulting
Contract:
(i) will receive a copy of the company's drug -free policy
statement; and, -
(ii) will agree to abide by the terms of the company's
statement as a condition of employment .on the
Contract.
50. FOUR -DIGIT DATE COMPLIANCE: Contractor warrants that it
will provide only Four -Digit Date Compliant (as defined below)
Deliverables and/or services to the State. "Four Digit Date
Compliant" Deliverables and services can accurately process,
calculate, compare, and sequence date data, Including without
limitation date data arising out of or relating to leap years and
changes in centuries. This warranty and representation is subject
to the warranty terms and conditions of this Contract and does not
limit the generality of warranty obligations set forth elsewhere
herein.
61. SWEATFREE CODE OF CONDUCT:
a) Contractor declares under penalty of perjury that no
equipment, materials, or supplies furnished to the State
pursuant to the contract have been produced In whole or in
part by sweatshop labor, forced labor, convict labor,
indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor, or with
the benefit of sweatshop labor, forced labor, convict labor,
indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor.
Contractor further declares under penalty of perjury that they
adhere to the Sweatfree Code of Conduct as set forth on the
California Department of Industrial Relations website located
at www.dir.ce.gov, and Public Contract Code Section 6108.
b) Contractor agrees to cooperate fully in providing reasonable
access to, Its records, documents, agents or employees, or
,premises if reasonably required by authorized officials of the
State, the Department of Industrial Relations, or the
Department of Justice to determine Contractor's compliance
with the requirements under paragraph (a).
62. RECYCLING: The Contractor'shall certify in writing under penalty
of perjury, the minimum, if not exact, percentage of post
consumer material as defined in the Public Contract Code Section
12200, in products, materials, goods, or supplies offered or sold
to the Slate regardless of whether the product meets the
requirements of, Section 12209. With respect to printer or
duplication cartridges that comply with the requirements of
Section 12156(e), the certification required by this subdivision
shall specify. that the cartridges so comply (PCC 12205).
53. CHILD SUPPORT COMPLIANCE ACT: For any Contract in
excess of $100,000, the Contractor acknowledges in accordance
with PCC Section 7110, that:
a) The Contractor recognizes the importance of child and family
support obligations and shall fully comply with all applicable
State and federal laws relating.to child and family support
enforcement, including, but not limited to, disclosure of
information and compliance with earnings assignment
orders, as provided in Chapter 8 (commencing with Section
5200) of Part 5 of Division 9 of the Family Code; and.
b) The Contractor, to the best of its knowledge is fully
complying with the earnings assignment orders of all
employees and is providing the names of all new employees
to the New Hire Registry maintained by the California
Employment Development Department, ,
54. AMERICANS WITH DISABILITIES ACT: Contractor assures the
State that Contractor complies with the Americans with
Disabilities Act of 1990 (42 U.S,C. 12101 et seq).
66. ELECTRONIC WASTE RECYCLING ACT OF 2003: The
Contractor certifies that it complies with the requirements of the
Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of
Division 30, commencing with Section 42460 of the Public
Resources . Code, relating to hazardous and solid waste,
Contractor shall maintain documentation and provide reasonable
access to its records and documents that evidence compliance,
56. USE TAX COLLECTION: In accordance with PCC Section
10295.1, Contractor certifies that it complies with the
requirements of Section 7101 of the Revenue and Taxation Code..
Contractor further certifies that it will immediately advise State of
any change in its retailer's seller's permit or certification of
registration or applicable affiliate's seller's permit or certificate of
registration -as described in subdivision (a) of PCC Section
10295.1.
57. EXPATRIATE CORPORATIONS: Contractor hereby declares
that it is not an expatriate corporation or subsidiary of an
expatriate corporation within the meaning of PCC Sections 10286
and 10286.1, and is eligible to contract with the Stale.
58. DOMESTIC PARTNERS: For contracts over S100,000 executed
or amended after January 1, 2007. the contractor certifies that the
contractor is In compliance with Public Contract Code section
10295.3.
Page 10 of 10
TO BE, USRD' , ,ITH THLEs' GENERAL PROVISIONS -- IT. DEVELOP LND
DNTCLTJJDE A STA TRIMENT OF "WORK,I
I License Grant
a. Contractor hereby grants to the State and the ,State accepts iiom Contractor, subj get to the terms and conditions of tLi
Contract, a -nonexclusive, aeon -transferable Rrenseto use the Sofrwa^.: Products listed in Statement ni T-ork of LhiF
Contract (hmeinafter r8rerred. to as '•'Sofnvare. Pro du is")
b. State ma3, use the So?nva.re: Products in the conduct DEIS orm business, and any divisipn thereof. .
C. Tha license •granted abode authorizes the State to use the Sofware Mroduets in machine-readebl.e form on the Computer
System located at the sites) specified in the Statement of Worlr.. Said Computer Systcrn. and its associated units
(coLectively re:fe_+red to as CPU) ,are as designated in the Statement of'PdorL•. If the, designated CPU Le inoperative •due
.to .mal:hmation, the licansr, herein ;ranted shall be temporarily extendpd to authorize the State to use the Sofrt�rare
Products, in machine-readable foss on any other.State CPU until the designumd CPU is rat zztd to operation.
d. 'E3, .prior writien. notice, the State ' mxy the CPU in ,which the , oftvvare Products are to be used. The.
redesianatkn wn Ll be.eiL ctivenpozsthe date specified in the notice: ofredasisoLariop-
2 Encry►ption/GPU,•iD 4uthorization Godes
5. 'Whcn Encr,,2tion/CPU IcImtification' (ID) authorization codes are required to -operate the Seftulare Products, the
'Contractor wia,—, cedes, to the State with delivery of the Software.
b. -it case of au inoperative c?,rj as defined is paragraph 1c. above; Contactor will, prnldde a temporary enct}!ption/CPiI
M anthorizatioa code to the :State for use.on.a temporarily authorized CPU until .the d-�sisaated CPU is retnmed to
Operation.
C. 'Wber? :changes 1n :designated CPUs oDru%_ the,t;tate --% ]]otlf3i the Contractor Z!1a telephone and/or faCS mi1C/C U]rll'lAI
,such change. Upon renizipt .of .such notice;; Contractor-win,issue ".ilia telephone: and/or facsimile/e--mail io .the State
Within ? ^ hourE, a teaporaryr eac+�+ption 3D -authorization code or use bn the designated -CPU until suoh time as
•apermanentzode is assigned.
3 Pees and Charges
U.-Don, acceptance: of Wftwara by State_ k accordance meth Parzraphs S herein and the'Statc-Mant of W014 State Will pay
the. lir, se f e or rac rring :charg;e for the 50fM,are 2rDducts as set fbrth in Statement of WDrl: Charges wM commence on
the Acceptance D ate as established in the Sratement.of WorL M. t Contractor shall render invoices for rer.urri g charges .or
single charges in thsmonth foil D ylagr'the month in which the rbug :s accrue.
DGS.PracurementDivision SOFTC'i'4=- Spr'CLA.LTRONTSIO1'S P.age-1 .01/21/03
ST'A TE MODEF.r
[t ainten'anDe
The foLovving 'terms and conditions are: supersedad end replacad by any alternate. or inconsistent txims and condiro;s•ir:'
the Statement of Troi_k.
a. The zorrection of any residual -errors in any Soft rare Product tUet may be discovared by Contractor or by the State will
be considered maintenance. Such maintenance —will be perfo_+•med by Contractor v;itbout additional cbm.-e• foz the
duration of this con LLact Suspected ezrDrs discovered by the'State in the Sofftware Pxoduets wit -I be h:-ndivd by the
foil Dw4,+za pr6cedures:
1) A lisfin9 of the ouipuz and c copy of the identical i1PLt data it,- r12C �* e-readable corm u1i1i be submitted to
Cpnimato_r along -with a comuleted copy of the appropriate ConII, actor ]n-rmation Ioxm and, if appropriate; a lis 'no
of the contents of the m.eanory of the CPU, at she time the error condition was noted.
Z) Errors -in the Sofmrare Pro duct -as veri?ied by Contractor -,will be corrected by providing a nevi copy .of said Software
Product,(ox of they afzectedpprtions) k machine-readack form.
,3) The Contractor shail atte mpt to correct Sof ire 1 roduat errors a2d'in areasonable time.
b. Contractor will be' .a-vailable to assist the State in isolating and correcting error conditions caused by the State's .
particular Hardivare o= Dpera kg System the Statement of Work
C. If Contractor is called upon by State to correct an error caused by Stnte's nagHgence, modification by State, State
supplied data, ]Machine or •oprratdr failure, or due to any othei cause not inherent in the original Software Products,
Contractor res.en,as the right to charge State.for sucb sM'ke on a time and tnati.rial basis, ox-rates in accordance vztly
'the .Statement of �� ork,
5 A=,eptaftm of Softwara
a. Commercial Sofmar— :kaaptmce of •Commpreial Sofrvrare will•be •govelned by the ti ms .and conditions of the
' license a�eement ga�rer�ng ,such �p+'ty,�are. ,
�3. Custom Software. Ualess Dthem ise prpadded in the Statemmt:-of 'Work. accIptaace proaodures. for Custom. Softwire
gill be as set forth .in :this subsection (b). 'the, State shall be dv=' Pd to have accepted each Costar 5os'tware Product
,(i) upon its issuance vx'wr tton notice of such.a.cceptence. •or.(U) sb.V •(6D) days,after the lustallation")Date, unless at or
before tbat -time the :State ,gives Contractor v,�ritten notice .of rejection (collpciively, "Acceptance. No payment for
custom software will be -due Irfbre Ace ptance theraoy e�;ceptto.the eixientrequred byprograss payment tezonsin, the
Stater�ent..af 'Work. Any Mice of rejection, uiL s plain.bow, the C=tom8.ofr%v= : Prp8nct iails;Yo _substantanl y
oonfozm. to the functional andperfam ance sneeincarons of Ills Ccn ci. Cpntractdr j"n i+pon receipt of'such notice,
investigate the reported •deficiency and.erercise reasonable':best efiorts'to remedy itpzomptly. The'State, inits; role
discretion, will'bave the option to re performs the .acceptance test, 'If the Contractor is unable to rettsedy,the deficiency
u>ithiu (6D) days of notice o£;ej ec•tion, the State Aallhave the option of,aampting, substitute Software, temvnatina for
dafault the portion of the Contract that relates to su.cb .Custom S oft At or teiminating this Contmet in its entirety for
deflult.
DGSPrpcuremeatD.ivisloa SOFTF§'4F .SPECL4T pRC�ISIOhS, Page3 011"V03
.STATE 1\10DEL
6 Right To'Gopyr or Modify
a, A —My Soft+%..ere• Product pro -;.-idmd bNr Contractor in be copied, in %vhole or is paM L printed
or machine-readable fora :for use by the State aNdtb the d:signated CPU, to performs one-time besohmuk tesrs,'for
arohiv4l or emergency restart pu-p oses,•to replace a worn copy, to understand the contents of stic•L machine readable
material, or to motif the Saftv,axe Product as provided belay, provided, however, that no.more than the number of
panted conies and mac ;„e__e dwblr copies as specified in llrq Siatament of Nvill be in e,.i.stence under this
Contract at any one I'lime :without prior -written consent from Contractor. Such consent sal not be. unreasonably
witbhald by the Contractor. The orig naL anal y copies of the Software Product, in whole or in part wl;ich ate made
here ender shall be The property of the Contractor. i
b. The Stare agrees to peep• any such copies and the original ai em-a i ^ y designated State location,exmpt that the Stwe
may transport or transmit a ;copy of the original of -any Soft late Product'to anotber Stare location iorbaclrup use when
required vy CPU maMmotion., provided the .ropy or the orira;xial is destroyed or returned to she designated location
when the malfrmrtion is cosreatecl..
G. The State may monit, :any a.ox p e;rbonal -computer 'So mare Product, .ir �.achine-readable fors, :bi ids pwn use and
merge. it into othm program, mamrial, provided that norhing iu this sub -section c) will be.cons=ed to contreaiet the
tens of any separate applicable third party license eb eement. Any poition of. the Software Product inclum' din any
m.rged program material shall be used only orahe.desimated CPUs and. shall be subject to the terms and conditions of
this Contract.
7 Future-Ralaasss
Unless othenNase speoifi.cally provided •in fEis Contract. or the Statement of�i701:X •if improved versions .of any Soft% are Product axe developeeb 'Cqz actor, and zre: anade' available to other Iicensees,'they wiu be made.available to the State ai -the State's
-option at a price no greater than. the Contract price plus •a price increase prop orHonate .to the increasE from the li.stprice q the
original version to tbat of the nev,; version, if any. If the Solffivare Product has no list price, such price increase Kill be
proportionate to the increase in avarage price ixomthe ori ginal to the new version, if any,:es' estimated b3, the Contractor in good
zatth. ,
DGS Pxomremze tID vision SOFMAU SPFCLkLPR0'�7MjONS Page3 ti/21103
13
STA .TE MODEL
'F O BE USED VkgTE1 TEE GEINMRA-L PRDVISIONS -- I` . ICE VELOP L ND
: CIaTJDE A ST.A.TEIVENT OF NWORK
I Liquidated Damage
a, Gwneral
In the event that. the -Contractor-fails to deliver in accordance with the Contract requirements, the parties zerea that the
delay.- aU interfere'wiib the: proper implementation of thr State's prom ams, to the loss'and damage of the State. From
the nature of the case, it-,Mouldbe ippraotkable•aad.extremely difficult to ft the actual damages.su,stained,inthe event.
of any such .delay. 7h-- State and Contractor, therefore, presume that in the event of any such delay the amount of
damage -which will be sustained f'r om a deli.}, will. bethe amounts set forth'in the Statement of 'Work, and the State and
the Contactor agree chat iai. •thr; zirent of any such delay, the Contractor -shall pay such amo.=T_s as liquidated damags
and not as a penalty,. �-mounts d=, the State .ar ligpidated damages luny be. dedv.cted.by the.State from any money
payable to the Contractor. Tha Statz snaU aotify the Cnntraetor in uaitina of any claim for liquidated' dama-Ses pursuant
to this paragraph on ox before the date State, deducts such sums from money payable to the Contractor.
b. T' :, e of Delit,ery
i7 :Contractor Will be liable for any liquidated damages for late perforx umm (including late delivery) ,snacified in the
'Statement of Work if .Comrmotorfails to provide anv subiect sm-ndot.or.deliver.anyi subject Delive=able, ready for
nisi in substantial .coafozmance wit its speciEeatims, on or before the Delivery -Pates in:hhe Statemcmi of Work.
-Unless -otherwise specined in the 'Stat=ae t of Woil- ,(�) ,such ]iqudaied.aamages -will stand. in lieu of all othcr .
damages. -for such late perfbm=ge Or nonpexformanee; 'and (B) if the C:o=artpI .fails to ;provide a sp=tvaare .
Delii+e able'USted in the: Statement pf Vi'or1. by. the specified Delivery Date, but prpvides suitable substitution of
sofa*pare acceptable to the State;]iquidated damages shall.not.apply tothelisted,City=areD.eLverable.
hi The State•-.vM pay additional.zmneta*,,coxapensation.for•`Mly= performanor.to the extent specifiCaLy -Called for is
.the Statement of Work.
2 Title to Equipment
Unless Dfhmm se specifiLd.in the Statement of WorL title to the P,quipment shall remaia•ia the Contractor -and MkgaS, if
.any. until such time 'as successfiil aecepiance. testing has been achieved, Title to .a special feature installed on a'lulachine
and for vihirh only a sin.ele installation oharge was paid shall pass to the State m po .additional .charge, together with title to
theMR.O izie on v,=hich it was ins r_ 1c;C .
DGSProcrirem:aitDit>ision PURCELLSE.SPDQ4L PR.OVISIO1<S Pa:;e1 01./21/03
� � fi , ACT .>~ USr i
3 Price Darline (Applicabie.tr> Third Paf ty Contraciors)
Prices quoted Shall be the maxti-nun for the ion act period subject to 341=• price escalation provisions reaected in the
Statement of "Work. Rmyevez, should a. price decline be annoutced by the xnanufact arer afttr contract award, but prior to a
third part, contractor taking' title to the Equipment, and SbDu d the third paM, contractor be the recipient of this
r<iznufaciurer's pr;ce decline, it shell be passed -on in total to the State b
. 31 the.tl?ird party contractor. Any interest, id*ance:
qr other changes based on :she ;contract price• 1a�il be zecomputcd us�n� the on_mzal bid rates an' 0 d;iierences V,z also .be
passed to the State in. total.
4 trice Decline •(AppliGabla to Manufacturers)
Prices .q_uoted shall be the xn dniaum for the contract period subject to any price escalation provisions reflected in .the
Statement of IATO it. However, .should a -price decline be emnouared by the manufacturer after contract awards but prior to
-the State taking. title to the Equipments it shall be passed on in total to the State by the manufacturer. Any interest, finance;
or other charges based ob tbe: contract gripe will be recomputed Using the original bid rates, and the differences vM also be
passed to the State in total
DCSProcerernentDfS*islan 1'LC1i4SE•SPl✓CI4T PRQSMdltS 01/�l/OS
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: March 23, 2010
TO: Steve Towles, Chief of Police
Martha Valenzuela, Director of Business Services & Personnel
FROM: Willard Yamaguchi, City Clerk V1
RE: Resolution No. 2010-42 - A Resolution of the City Council of
the City of Vernon Approving and Authorizing the Expenditure
of 2008 State Homeland Security Grant Funds and Asset
Forfeiture Funds for the Purchase of a Computer Server and
Related Software for the Police Department's Automatic
License Plate Reader Systems
Transmitted herewith is a copy of Resolution No. 2010-42 referenced
above, which was approved by City Council on. March 22, 2010.
Thank you.
WY: dj
c: Rory Burnett
Masami Higa
Alex Kung
Joaquin Leon
Purchasing Department
Resolution No. 2010-42, 10,059
Agreement No. 09-111
AECEIVED
MAR 16 2010
CITY CLERK'S OFFICE
STAFF REPORT
PURCHASING DEPARTMENT
DATE: March 16, 2010 L
TO: Honorable Mayor and City Councils L
FROM: Martha Valenzuela, Director of Business Services/Personnel
RE: Police Department Requisition No(s) 0005597 & 0005598
Purpose
The purpose of this Staff Report is to obtain permission from you and the
City Council to issue purchase orders to Hewlett-Packard for (1) Hewlett-
Packard ProLiant DL385 G6 Small Form Factor Server, and to Insight
Public Sector for (1) MSelect SQL Server Standard ED 2008 Single
Language software and (15) MSelect SQL CAL 2008 Device Single
Language software packages, for the requested Server.
Background
In a memo to Chief Steve Towles dated February 4, 2010 (see attached),
Captain Daniel Calleros advised "...the current server does not have the
capability for future expansion should additional ALPR systems be
deployed'. The existing server is over (5) years old, and will continue to
be utilized for the ALPR systems in use. The department currently has a
total of (5) ALPR systems, (4) mobile units and (1) stationary unit mounted
on the traffic signal pole located at the intersection of Bandini Boulevard
and Sunol Avenue.
The department does have plans to purchase more ALPR systems, once
grant funding becomes available. With the anticipated purchase of
more units, the server storage capacity must be able to accommodate the
additional systems. The purchase of the secondary server will
accomplish this.
The approximate cost of the HP server is $13,876.81 (cost includes sales
tax, excludes freight charges if any). The approximate cost for the
software is $2,402.32 (cost includes sales tax).
The suggested vendor for the software purchase, Insight Public Sector,
Inc., is the preferred vendor by our Information Technology department for
software purchases. Andrei Yermakov (Information Technology
Manager) advised Insight is an authorized distributor of Microsoft
software. This vendor provides the software under a multi -state contract
which allows them to sell the requested software, at a discounted price.
Mr. Yermakov has reviewed this requested expenditure, and approves the
request.
Recommendation
Purchasing recommends that purchase orders be issued to Hewlett-
Packard and Insight Public Sector for the requested items. The
department advised that the purchase orders must be issued before
March 31st, in order to comply with the grant funding criteria.
Purchasing is requesting that this item be included on the Council agenda
scheduled for March 22, 2010.
Fiscal Impact
There is no fiscal impact to the City. The total cost for both expenditures
totals $16,279.13, The department was awarded grant funds in the
amount of $7,979.00 from the SHSGP FY 08** grant, which will be applied
to the cost of the server. The remaining $8,300.13 will be obtained from
the department's Asset Forfeiture account.
Attachments
*ALPR — Automatic License Plate Reader
**SHSGP FY 08 — State Homeland Security Grant Program (Fiscal Year
2008)
MEMORANDUM
PURCHASING DEPARTMENT
DATE: February 18, 2010 >CV'
TO: Donal O'Callaghan, City Administrator
FROM: Martha Valenzuela, Director of Business Services/Personn
RE: Police Department Requisition No(s) 0005597 & 0005598
Attached for your review are Police Department Requisition No(s) 0005597
for Hewlett-Packard and 0005598 for Insight Public Sector. The
department is requesting to purchase (1) Hewlett-Packard ProLiant DL385
G6 Small Form Factor Server, for their ALPR* system. The department is
also requesting (1) MSelect SQL Server Standard ED 2008 Single
Language software and (15) MSelect SQL CAL 2008 Device Single
Language software packages, for the requested Server.
In a memo to Chief Steve Towles dated February 4, 2010 (see attached),
Captain Daniel Calleros advised "...the current server does not have the
capability for future expansion should additional ALPR systems be
deployed". The existing server is over (5) years old, and will continue to
be utilized for the ALPR systems in use. The department currently has a
total of (5) ALPR systems, (4) mobile units and (1) stationary unit mounted
on the traffic signal pole located at the intersection of Bandini Boulevard
and Sunol Avenue.
The department does have plans to purchase more ALPR systems, once
grant funding becomes available. With the anticipated purchase of
more units, the server storage capacity must be able to accommodate the
additional systems. The purchase of the secondary server will
accomplish this.
The department obtained three price quotations for the server (see
attached). The department has selected the quotation received from
Hewlett-Packard, because "the HP server has a more efficient processor
and the hard drive storage expandability is far beyond that of the Dell
server" There are other key factors justifying the department's selection
of the HP server, as mentioned in the attached memorandum from Capt.
TZECIJVED-
FEB 1 8 2010
B: pa 3.-10
Calleros. The approximate cost of the HP server is $13,876.81 (cost
includes sales tax, excludes freight charges if any).
The software necessary for the new server is the MSelect SQL Server
Standard edition 2008 single language software. In addition, the (15) CAL
2008 Device software packages will allow client (staff) computers to
connect to the Microsoft SQL server software.
The suggested vendor for the software purchases is Insight Public Sector,
Inc., which is the preferred vendor by our Information Technology
department for software purchases. Andrei Yermakov (Information
Technology Manager) advised Insight is an authorized distributor of
Microsoft software. This vendor provides the software under a multi -state
contract which allows them to sell the requested software, at a discounted
price. The approximate cost for the software is $2,402.32 (cost includes
sales tax).
The total cost for both expenditures totals $16,279.13. The department
was awarded grant funds in the amount of $7,979.00 from the SHSGP FY
08** grant, which will be applied to the cost of the server. The remaining
$8,300.13 will be obtained from the department's Asset Forfeiture account.
Purchasing is recommending the approval of these requests, and the
issuance of two purchase orders to Hewlett-Packard and Insight Public
Sector, Inc.,
Attachments
*ALPR — Automatic License Plate Reader
**SHSGP FY 08 - State Homeland Security Grant Program (Fiscal Year
2008)
IP-D-:=T Q-ue-t�-
MEMORANDUM
TO: Chief Towles
FROM: Daniel Calleros, Captain
SUBJECT: Funding Request for the Automatic License Plate reader System Server
DATE: 2/4/2010
Purpose
The purpose of this memorandum is to request the use of asset forfeiture funds to offset the costs
associated with the purchase of a server and related software for the Automatic License Plate Reader
(ALPR) system.
Facts
In 2008, we participated in the State Homeland Security Grant Program (SHSGP) FY 08 to obtain
funding for the purchase of a computer server for the ALPR system. The server currently in use to
house ALPR data has been in use for numerous years and is beyond the recommended service life
(over 5- years). In addition, the current server does not have the capability for future expansion
should additional ALPR systems be deployed.
At the time we submitted for the SHSGP funding, the police department had one mobile ALPR
system in operation and we were awaiting approval for three additional mobile ALPR systems.using
funds provided through the Chemical Buffer Zone Grant Program (CBZP). We submitted for the
server funding based on the specifications of a server that would be sufficient to cover data collected
by four mobile units. As a result of our grant fund request, we received approval in the amount of
$7,979.00 for the purchase of a new ALPR server.
Analysis
Since receiving grant funding approval for the server, we have added a fixed ALPR system and
deployed the three mobile units obtained with CBZP grant funds, totaling 5 units. In addition, we
are also considering the purchase of additional ALPR systems in the future as grant funding permits.
Because of the possibility of adding additional ALPR systems in the future, we re-evaluated the
server storage capacity for future growth. I contacted PIPS Technology (ALPR vendor) and
obtained server and software specifications based on the number of ALPR systems in operation and
the consideration for future expansion. With the specifications provided by PIPS IT staff, Captain
Rodino as well as Ernesto Smith from the City IT department reviewed the information and
obtained quotes for a new server.
There were three server quotes obtained with the recommended PIPS specifications. The server
quotes ranged from $17,420.37 to $12,491.56, which includes sales tax and shipping. The two lower
end quotes were obtained from Dell and HP Servers. In reviewing the quotes with Captain Rodino,
we found that the Dell and HP servers have similar capabilities and meet the specifications
recommended by PIPS. Although the price for the HP server is higher than the Dell (difference of
$1,385.25), the HP server has a more efficient processor and the hard drive storage expandability is
far beyond that of the Dell server. The cost for the HP server is $13,876.81 (with sales tax).
The ability to add more hard drive space will be a significant factor should the police department
purchase additional ALPR systems in the future. For example, to increase the hard drive storage
capacity for the Dell server, the hard drives will need to be replaced with higher storage capacity
drives. To accomplish the upgrade in storage capacity,.data from the old hard drives will need to be
transferred to the new drives, which can be a timely process given the amount of data to be
transferred. Also, with the Dell product there is a limitation in the size capacity of hard drives.
The HP server product does not require the transfer of data when there is an upgrade in hard drive
space. To increase hard drive space additional drives are added to the available expansion ports.
There is up to 16 expansion ports that can be used for additional hard drive space. Depending on
the capacity of hard drives selected, the HP server can be built to store up to 7 terabytes of storage
capacity. -
In addition to the server purchase, Client Access. License (CAL) is also required for a SQL sever
2008. CAL is software license that permits client computers to connect to Microsoft server software.
Each user and device connecting to the. SQL server must have a CAL. Currently we have 5 devices
connected to the server and on the average we can have up to 6 users (including dispatchers) if all
ALPR units are deployed (total 11). Given this scenario of users and devices, we will need to
purchase at least 15 CALs to operate SQL server. PIPS IT staff recommended the purchase of a
SQL server CPU which will provide unlimited connections to the server. The cost for the purchase
of an unlimited connection CPU is $4,107.70 (including sales tax). In speaking with Ernesto Smith
about the cost for a CPU, he suggested purchasing the SQL standard 2008 with CALs of five (5).
SQL standard CALs are purchased in segments of five (5). Purchasing SQL standard with 15 CALs
will be sufficient for our current number of devices/users and will also allow for up to 4 more ALPR
devices and/or users. The cost for 15 CALs is $2402.32. The only disadvantage with this method is
that CALs will balance out once we reach about 20-25 users and/or devices on the SQL server. I do
not believe we will reach this capacity in the very near future. However, should we expand the
number of users and devices we can include the cost of purchasing unlimited SQL connections the.
next time we apply for ALPR grant funding. We will be submitting for ALPR grant funding in the
coming weeks with participation in the Urban Area Security Initiative (UASI) grant program.
Recommendation
Based on the information provided by PIPS IT staff, Captain Rodino, and Ernesto Smith, I
recommend the purchase of the HP server at a cost of $13,876.81 (with sales tax), as well as the SQL
standard CAL at $2,402.32. Purchasing the HP server will enhance our ability to store ALPR data as
well as the ability to add ALPR systems in the future. Also purchasing the standard CALs in
segments of five will reduce our cost by $1,705.38, rather than purchasing the unlimited connections.
The total cost of this project is $16,279.13, which includes shipping and tax. Since the cost exceeds
the amount obtained from grant funding, I request to utilize asset forfeiture funds to off -set the cost
of $8,300.13.
Attachments:
• Three server quotes
• Quote from Insight for the SQL standard CALS
2
I
RogMstr Requisition Master Report Page: 4
2/17/2010 9:13:36AM CITY OF VERNON
Document #:
6988
Date:
02/11/2010
Year: 2010
Requisition #:
0005597
Description:
LICENSE PLATE READER SYSTEM SERVER
Requestor:
ROBERTSON, DANITA
Requested for:
CALLEROS, DANIEL
Apprvl Queue:
pd it
Group:
drobertson
Combine: N
Current Aprv:
JAUNZEMIS, DOLORES
Lvl:
4
Prev: TOWLES, STEVEN
PO Type:
reg
Confirming:
N
PO #:
Blanket exp:
$Limit - PO:
Tran:
Contact:
DEBBY NICKENS
Phone: (323) 583-8811 x110
Text Code:
Restock:
N
Department:
1031
Order Placement:
Purchasing
`" Requisition Item
Type Item
Code Whse
Quantity
Units
Unit Cost Extension
g
1.00
ea
12,644.02000 12,644.02
Tax cd: s Comm cd: 1099 box: FA? N Fund Typ:
Allow partial: Y Allow backorder: Y
HP ProLiant DL385 G6 Small Form Factor
Server
Account(s) Project Account(s) Acct % Amount
E 011.2031.860000 E 106005.6050.6130 63.10 7,979.00
E 011.4031.860000 36.90 4,665.02
Account(s) Project Account(s) Acct %
E 011.4031.860000 100.00
Amount
1,232.79
Total: 13,876.81
Page: 4
Approver: ANDREI YERMAKOV LA: 2 In:2/16/2010 8:17:07AM Out:2/16/2010 1:11:59PM
Action: app
Approver: STEVEN TOWLES LvI: 3 In:2/16/2010 1:11:59PM Out: 2/16/2010 2:04:37PM
Action: app
Page: 5
Page 1 of 3
Calleros, Daniel
From: jrodino@covpd.org
Sent: Thursday, February 04, 2010 9:16 AM
To: Calleros, Daniel
ONLINE PRICE QUOTATION
Quote Number: 4715180 Quote Name: LPR Server 02-04-2010
Today's Date : 2/4/2010 5:15:34 PM Quote Created Date : 2/4/2010 5:14:51 PM
Created By: jrodino@covpd.org Contract: CA - STATE OF CALIFORNIA (WSCA/NASPO) (B27164-CA)
Product availability and product discontinuation are subject to change without notice. The prices in this quotation
are valid for 30 days from quote date above. Please include the quote number and contract from this quote on the
corresponding purchase order.
items/description
part no unit price qty ext price
-Configurable- HP ProLiant DL385 G6
Base $12,644.02 1 $12,644 Q2LL
Small Form Factor Server
HP ProLiant`DL385 G6 Server
572431-B21
Six -Core AMD OpteronT Processor Model
570117-L21
2427 (2.2GHz, 75W ACP)
HP 32GB Reg PC2-5300 4x8GB Memory
408855-32G
Six -Core AMD OpteronT Processor Model
570117-B21
2427 (2.2GHz, 75W ACP)
HP 32GB Reg PC2-5300 4x8GB Memory
408855-32G
Microsoft@ Windows@ Server 2008 R2
589255-B21
OS Enterprise Edition 10 CAL Not Pre -
installed Software
HP P410/512 BBWC Smart Array
462864-B21
Controller
HP 146GB 3G Hot Plug 2.5 SAS Dual
504062-B21
Port 15,000 rpm Enterprise Hard Drive
HP 146GB 3G Hot Plug 2.5 SAS Dual
504062-B21
Port 15,000 rpm Enterprise Hard Drive
HP 30OGB 6G Hot Plug 2.5 SAS Dual
507127-B21
Port 10,000 rpm Enterprise Hard Drive
HP 30OGB 6G Hot Plug 2.5 SAS Dual
507127-B21
Port 10,000 rpm Enterprise Hard Drive
2/4/2010
Page 2 of 3
HP 30OGB 6G Hot Plug 2.5 SAS Dual
507127-1321
Port 10,000 rpm Enterprise Hard Drive
HP 30OGB 6G Hot Plug 2.5 SAS Dual
507127-1321
Port 10,000 rpm Enterprise Hard Drive
RAID 5 drive set with online spare
339780-1321
(requires matching 4 hard drives)
HP 10OGB Logical Size Setting
436007-1321
HP Slim 12.7mm SATA DVD Optical
481041-1321
Drive
2 HP 120OW 12V Hotplug ACC Power
500172-2PS
Supplies
HP Redundant Hot -Plug Fans
Included
Two Broadcom 5709 (4 Ports)
Included
2 HP 1.83m 10A C13-UL US Power
AF556A-XX2
Cords
Integrated Lights -Out 2 (iL02)
Included
Management
3 years parts, labor and onsite service
Included
(3/3/3) standard warranty. Certain
restrictions and exclusions apply.
SubTotal: $12,644.02
Total: $12,644.02
Estimated Lease Cost: $409.54
f
The terms and conditions of the CA - STATE OF CALIFORNIA (WSCA/NASPO) will apply to
any order placed as a result of this inquiry, no other terms or conditions shall apply.
To access the HP Public Sector Online Store where this quote was c 1'2 , 6 4 c. " 0 2 x
httpI/gem.compaq.com/gemstore/entry asp?SitelD=12069 -9 - 7 5
1 232 ° 79*+
* The estimated lease cost is the monthly payment amount for a leas
before 3/6/2010 with a term of 36 months and a fair market value pur 1 9 2 3 2'- 7 g.,1-
of the lease term. This and other leasing and financing options are w
Packard Financial Service Company (HPFSC) or one of its affiliates i : 1 3 s 876 ` 8 1 #
and state and local customers in the U.S. and subject to credit approval and execution of
standard HPFSC documentation. Fees and other restrictions may apply. This is not a
commitment to lease. Rates and payments are subject to change at any time without notice.
Leasing and financing options for Federal governmental agencies (subject to a $50,000
minimum) are available from Hewlett-Packard Company. For more information, call Hewlett-
Packard Financial Services Company at 1-888-277-5942 and talk to a financial services
representative who specializes in supporting government and education entities.
HP is not liable for pricing errors. If you place an order for a product that was incorrectly priced, we will cancel your order and credit you for any
charges. In the event that we inadvertently ship an order based on a pricing error, we will issue a revised invoice to you for the correct price and
contact you to obtain your authorization for the additional charge, or assist you with return of the product. If the pricing error results in an overcharge
to you, HP will credit your account for the amount overcharged.
This quotation may contain open market products which are sold in accordance with HP's Standard Terms and Conditions. HP makes no
2/4/2010
Find a Laptop, Notebook, Desktop, Server, Printer, Software, Service, Monitor or TV at ... Page 1 of 3
From: DellOnlineSales@Dell.com[mailto:DellOnlineSales@Dell.com]
Sent: Thursday, January 28, 2010 4:34 PM
To: Information Technology
Subject: Dell Computer - Saved Quote Information 1009644400715
Dear Ernesto Smith:
An E-Quote containing computer equipment from Dell Computer Corporation has been saved in your
name at the Dell Online Store. The E-Quote will be held for 30 days to allow for completion of the
order.
Per your request, this E-Quote has been forwarded to the following recipients:
Your Comments:
To retrieve this E-Quote:
1. Log on to your Premier page for City of Vernon
2. Click into your online store..
3. Select "Retrieve" E-Quote from the top section of the page.
4. Select E-Quote Number: 1009644400715
Premier.dell.com log -in: http://premier.dall.com
A read-only view of this E-Quote is provided below
E-Quote Information
E-Quote number: 1009644400715
Old E-Quote number: 1010788804936
E-Quote name: PIPs Server
Description: For PIPs Server
Customer Name: City of Vernon
E-quote Name PIPs Server E-Quote Description For PIPs Server
Saved By: Ernesto Smith Phone Number: (323) 583-8811 - 241
cov_it@ci.vernon.ca.us Purchasing Agent:
Saved On: Thursday, January 28, 2010 Notes/Comments:
Expires On: Saturday, February 27, 2010 Additional Comments`.
Premier Page Name City of Vernon
Ship to Address: Bill to Address:
Information Technology
City of Vernon
4305 Santa Fe Ave
Vernon, CA 90058
(323) 583-8811 241
Description
PowerEdge Energy Smart 2970
Date & Time: January 29, 2010 12:33 AM CST
SYSTEM COMPONENTS
PowerEdge Energy Smart 2970 Qty 1
Quad Core AMD OpteronTm 2381 HE, 2.5GHz, Unit Price $11,396.20
4x512K Cache, HT1, Energy Smart, Windows
ServerG 2008 R2, Enterprise Edition, Includes 10
CALs
Catalog Number: 84 W1923_ES
Product
2/1/2010
Find a Laptop, Notebook, Desktop, Server, Printer, Software, Service, Monitor or TV at
Page 2 of 3
Module
Description
Code
Sku
Id
Quad Core AMD OpteronTM
[224-
PowerEdge 2970
2381 HE, 2.5GHz, 4x512K
297TE2
57671
1
Cache, HT1, Energy Smart
Windows Server® 2008 R2,
[421-
Operating System
Enterprise Edition, Includes 10
WS10EE
1620]
11
CALs
Additional
Quad Core AMD OpteronTM
2381 HE, 2.5GHz, 4x512K
2PT25
[317-
2
Processor
Cache, HT1
12271
Memory
64GB (8x8GB), 667MHz, Dual
64G2D6D
[317-
3
Ranked
1105]
TCP/IP Offload
Engine Enablement
LOM NICs are TOE Ready
TOE
[430-
2968]
6
146GB 15K RPM Serial -Attach
[341-
Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
146A525
89711
8
Drive
Primary Controller
PERC 6/I, x8 Backplane,
Integrated
P61X8
[341-
57351
9
Floppy Drive
No Floppy Drive with Filler Panel
NFD
[341-
3078]
10
Dual Embedded Broadcom@
[430-
Network Adapter
NetXtreme 115708 Gigabit
OBNIC
1764]
13
Ethernet NIC
Dell Remote Access Card, 5th
313-
Remote
Management
Generation for PowerEdge
DRAC5
3923]
14
Remote Management
[313-
CD/DVD Drive
DVD-ROM Drive, SAT
DVD
6769]
[313-
16
9471]
Bezel
Active ID Bezel
BEZEL
[313-
4946]
17
Backplane
1x8 Backplane for 2.5-inch Hard
1X825HE
[341-
18
Drives, Energy Smart
4888]
Electronic System
[310-
87761
Documentation
Documentation, OpenManage
EDOCSD
[330-
21
DVD Kit with DMC
5280]
146GB 15K RPM Serial -Attach
[341-
2nd Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
146A525
89711
23
Drive
Hard Drive
Integrated SAS/SATA RAID
1/RAID 5, PERC 5/i Integrated,
MSR1R5
[341-
27
Configuration
PERC 6/i Integrated
4581]
Chassis
Rack Chassis w/Sliding
RapidNersa Rails and Cable
RPVERSA
[310-
28
Configuration
Management Arm,Universal
7412]
[970-
8133]
[982-
5830]
Hardware Support
4Yr Basic Hardware Warranty
[986-
2/ 1 /2010
Find a Laptop, Notebook, Desktop, Server, Printer, Software, Service, Monitor or TV at ... Page 3 of 3
Services
Repair: 5x10 HW-Only, 5x10
5867]
NBD Onsite
[986-
U40S
5868]
29
[990-
7219]
Power Supply
Energy Smart Non -Redundant
NRPSE
[330-
2058]
36
Power Supply
NEMA 5-15P to C13 Wall Plug,
[310-
Power Cords
125 Volt, 15 AMP, 10 Feet (3m),
3MNEMA
8509]
38
Power Cord
3000B 10K RPM Serial -Attach
[341-
4th Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
3000A25
8503]
51
Drive
3000B 10K RPM Serial -Attach
1341-
5th Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
300GA25
8503]
52
Drive
3000B 10K RPM Serial -Attach
[3[34141 -
6th Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
3000A25
53
Drive
3000B 10K RPM Serial -Attach
[341-
3rd Hard Drive
SCSI 3Gbps 2.5-in HotPlug Hard
3000A25
8503]
54
Drive
TOTAL: $11,396.20
Sub -total $11,396.20
Shipping & Handling $29.99
Tax" $1,065.37
*Exemptions reflected in final checkout page only
Total Price $12,491.56
Thanks for shopping on the Dell Online Store and for using our E-Quote service. We hope you find it
useful in making your purchase and will continue to think of Dell.com for all of your computing needs.
Sincerely,
Dell Online Sales
2/1/2010
OE400SPS
_..
CD4;cam 800594.4239
SALES QUOTATION
BLWZ461 9145049 2/2/2010
SHIP TO:
BILL TO:
CITY OF VERNON
ERNESTO SMITH
Attention To: ERNESTO SMITH
4305 S SANTA FE AVE
4305 S SANTA FE AVE
Accounts Payable
VERNON , CA 90058-1714
VERNON , CA 90058-1714
Contact: ERNESTO
SMITH 323.583.8811
Customer Phone 9323.583.8811
Customer P.O. # HP SERVER 2
Net 30 Days-Govt
SANDY KANARDY 877.571.7064
FedEx Ground
State/Local
1 1842802.
HP CTO ONLY PROLIANT DL385 G6
1,177.04
1,177.04
Mfg#: FIO-572431-B21
Contract: MARKET
1 1779168
HP 2427 DL385G6 PROC KIT
542.63
542.63
Mfg#: CPR-570117-B21
Contract: MARKET
1 174758E
HP 48GB FBD PC2-5300 6X8GB KIT
5,486.24
5,486.24
Mfg#: CPR-413015-48G
Contract: MARKET
1 1935173
HP CTO ONLY W2008 R2 ENT 10CAL NPI
2,505.71
2,505.71
Mfg#: FIO-589255-1321
Contract: MARKET
1 1680867
HP P410/512 BBWC SMART ARRAY CNTRL
691.26
691.26
Mfg#: CPR-462864-B21
Contract: MARKET
2 1723312
HP 146GB PLUG SAS 15K SFF DP HD
572.56
1,145.12
Mfg#: CPR-504062-B21
Contract: MARKET
4 1723330
HP 30OGB 6G PLUG SAS 10K SFF DP HD
598.49
2,393.96
Mfg#: CPR-507127-B21
Contract: MARKET
1 160442 .
HP CTO ONLY DRIVE CAGE RAID
0.05
0.05
Mfg#: FIO-339780-B21
Contract: MARKET
1 1604425
HP CTO ONLY LOGICAL SETTING 100GB
0.05
0.05
Mfg#: FIOA36007-B21
Contract: MARKET
1 1538650
HP DVD-ROM SATA 8X INT 5.25" SLIM
99.74
99.74
Mfg#: CPR-481041-B21
Contract: MARKET
2 1775601
HP 120OW 12V HOT PLUG PWR SUPPLY
751.11
1,502.22
Mfg#: CPR-500172-2PS
Contract: MARKET
2 1560517.
HP CTO 1.8M 10A C13 POWER CORD
27.92
55.84
Mfg#: FIO-AF556A-XX2
Contract: MARKET
SUBTOTAL
15,599.86
FREIGHT
299-52
TAX
1,520.99
THE RIGHT TECH NO LOGY. RIGHT AWAY,TrA
Please remit payment to:
CDW Government
CDW Government
RegMstr Requisition Master Report Page: 6
2/17/2010 9:13:36AM CITY OF VERNON
Document #:
6990
Date:
02/11 /2010
Year:
2010
Requisition #:
0005598
Description:
ALPR SERVER SOFTWARE
. Requestor:
ROBERTSON, DANITA
Requested for:
CALLEROS, DANIEL
Apprvl Queue:
pd it
Group:
drobertson
Combine:
N
Current Aprv:
JAUNZEMIS, DOLORES
Lvl:
4 Prev: TOWLES, STEVEN
PO Type:
reg
Confirming:
N PO #:
Blanket exp:
$Limit - PO:
Tran:
Contact:
DEBBY NICKENS
Phone: (323) 583-8811 x110
Text Code:
Restock:
N
Department:
1031
Order Placement:
Purchasing
RegiLis►iio Item a
.
7 _ f
Type Item Code Whse
Quantity
Units
Unit Cost
Extension
g
1.00
ea
585.40000
585.40
Tax cd: s
Comm cd:
1099 box:
FA? N Fund Typ:
Allow partial: Y Allow backorder: Y
Insight Part ID #M243625: MSelect SQL
Server Standard Ed 2008 Single Lang
Account(s) Project Account(s) Acct %
E 011.4031.860000 100.00
RFQ:
N
Encumber: Y
Vendor:
003606
INSIGHT PUBLIC SECTOR, INC
Selected:
Y
Order from:
22721 E. MISSION AVENUE LIBERTY LAKE, WA 99019
Pay to:
22721 E. MISSION AVENUE LIBERTY LAKE, WA 99019
FOB Point:
Desired:
Required:
Bill to:
01
ATTN: ACCOUNTS PAYABLE 4305 SANTA FE AVE VERNON, CA 90058
Ship to:
city
4305 SANTA FE AVE. VERNON, CA 90058
Ship -via:
Instructs:
Requisition Item
Account(s) Project Account(s) Acct %
E 011.4031.860000 100.00
Amount
585.40
Amount
1,603.50
Page: 6
RegMstr Requisition Master Report Page: 7
2/17/2010 9:13:36AM CITY OF VERNON
Document #: 6990 (Continued)
Requisition #: 0005598
Account(s)
E 011.4031.860000
Project Account(s) Acct % Amount
100.00 213.42
Total: 2,402.32
Requisition Approval His#ory
Approver: JIM RODINO Lvl: 1 In:2/11/2010 9:27:32AM Out:2/16/2010 8:16:23AM
Action: app
Approver: ANDREI YERMAKOV
Action: app
Approver: STEVEN TOWLES
Action: app
Lvl: 2 In:2/16/2010 8:16:23AM
Lvl: 3 In: 2/16/2010 1:14:37PM
Out: 2 / 16/2010 1:14: 37 P M
Out:2/16/2010 2:05:05PM
Page: 7
Insight Public Sector FEIN 36-3949000
t 22721 E Mission Duns 827968483
InsighLiberty Lake, WA 99019 Cage 575H6
To: ERNESTO SMITH
From: OTHER US GOVf TEAM
ipswest@insight.com
888-231-4641 - Phone
480-760-6128 - Fax
Quote #: 13194530
Quote #: 13194530
Quote date: 3-Feb-10
Prepared by: Johanna Tuttle
Thank you for the opportunity to quote on the following products. All prices are subject to change without notice and are exclusive of taxes,
duties, or tariffs.
For order placement, or if you have any additional questions please contact your Insight dedicated representative. Purchase orders are
received via fax or e-mail and should be made out to Insight Public Sector, Inc. We look forward to helping you in the future. The
information herein is confidential.
Billto No: 205387
B CITY OF VERNON S CITY OF VERNON
1 4305 SANTA FE AVE H 4305 SANTA FE AVE
L Vernon, CA 90058 1 Vernon, CA 90058
L US P US
T T
Attn: INFORMATION TECHNOLOGY DIVISION
Line No Insight Part Mft Part ID Part Description Qty Unit Price Ext Price
ID
1 M243625 228-08720 MSelect SQL Server Standard Ed 2008 Single Lang 1 585.40 585.40
'- K2
M24€i4b= 359D619(6;,pflSelecX.SQLCAL200S>Deuiee:CALSmgleLang. ;:15 10690,;_-, 1,fiO3.50
— Key
Subtotal:
2,188.90
- Non -returnable
Freight:
0.00
Item will ship direct from manufacturer's warehouse
Handling Fee:
0.00
t
Taxable Subtotal:
2,188.90
- Non-shippable/invoice only part
9.75 /o Tax:
213.42
- This part requires a contract before an order may be placed
2z402 USD` s
Total:
Please note - tax and freight are estimates
only
Unless otherwise agreed by Insight in writing, payment is due 30 days from date of invoice. For
a full copy of Insight's terms and
conditions, which shall be in effect unless otherwise agreed by Insight in writing, go to
https://shop.insight.com/contenUen-us/termsofsale.asp
Page 1 of 1
This,,software will be used for the operation of the HP server being purchased with
grant and asset forfeiture funds (Requisition #0005597).