State of New Jersey Participating Addendum
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STATE OF NEW JERSEY PARTICIPATING ADDENDUM
Pursuant to NASPO ValuePoint Contract for
Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services)
MINNESOTA CONTRACT 23011, Solicitation # 29720
This Participating Addendum is made by and between, HP Inc., whose address is 1501 Page Mill Road, Palo Alto, CA 94304-1126 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.
WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and
WHEREAS, the State of Minnesota (“Lead State”) and Contractor have entered into Master Agreement # 23011 in accordance with the State of Minnesota’s Solicitation for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services); and
WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and
WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;
NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the parties to this Participating Addendum hereby agree as follows:
1.0 Term and Extension Option; Order of Precedence; Entire Agreement:
A. The term of this New Jersey Participating Addendum shall be effective from the Effective Date which is the last date signed below and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this New Jersey Participating Addendum, whichever shall occur first.
B. The entire agreement, and all rights and obligations between the parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”):
1. This Participating Addendum or Agreement, 2. The State of New Jersey Standard Terms and Conditions (“State’s Standard Terms and
Conditions”), attached hereto as Exhibit A; 3. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit B; 4. The Solicitation, incorporated herein by reference as Exhibit C; 5. The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the
Lead State, incorporated herein by reference as Exhibit D; and 6. Future order specific documents, in the following order:
a. A Contractor supplied proposal as applicable, approved in writing by the Authorized Purchaser;
b. A Purchase Order issued by an Authorized Purchaser against the New Jersey Participating Addendum;
The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising the New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.
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C. The New Jersey Participating Addendum sets forth the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.
D. Terms and conditions, including but not limited to any software license or service level agreement,
applicable to the New Jersey Participating Addendum are those expressly accepted by the Lead State, attached to the Master Agreement as an Exhibit or an Attachment as of the Effective Date of this New Jersey Participating Addendum, as may be superseded, amended or rejected by this New Jersey Participating Addendum.
E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing
signed by both parties. F. In the event the Lead State approves Contractor to offer new or additional Products and Services
under the Master Agreement after the Effective Date of this New Jersey Participating Addendum and such Products or Services incorporate any different, inconsistent, or additional terms into the Master Agreement, including, but not limited to any software license agreement or service level agreement, such terms and conditions shall not be made part of the New Jersey Participating Addendum without a written amendment to the New Jersey Participating Addendum signed by both parties.
G. In the event that Contractor presents terms and conditions, including but not limited to software
license agreement or service level agreement, in response to an order by an Authorized Purchaser, through any medium whatsoever, that have not been previously accepted by the Division as part of this New Jersey Participating Addendum, or as an amendment to this New Jersey Participating Addendum, such terms and conditions are expressly rejected and shall not become part of the New Jersey Participating Addendum.
H. References to external documentation
1. Any external information incorporated by reference within any of the documents comprising the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.
2. Any changes in the information incorporated by reference by any of the documents that comprise the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.
2.0 Scope of Services A. The scope of Products and Services that may be purchased by an Authorized Purchaser shall be
those Products and Service offerings awarded under the Master Agreement, subject to restrictions, if any, set forth below: 1. Software
1. Software is restricted to operating systems and is subject to equipment configuration limits.
2. Any software purchased must be related to the procurement of equipment. 3. Software must be pre-loaded or provided as an electronic link with the initial purchase
of equipment, except for the exceptions allowed under Paragraph 5.a.4. 4. Software such as middleware which is not always installed on the equipment but is
related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
2. General Services 1. Services must be related to the procurement of equipment. 2. Wireless phone and internet service is not allowed.
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3. Managed Print Services are not allowed. 3. Cloud Services
1. Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.
2. Any Cloud Service purchased must be related to the procurement of equipment. 4. Third-Party Products
1. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.
2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.
5. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation
and management are not allowed. 2. Cellular Phone Equipment is not allowed. 3. Desktop printers and related toner cartridges are only permitted when procured with
hardware as a peripheral, and are listed on the awarded Contractor’s price sheet.
B. Scope of Work Restrictions 1. Pursuant to Master Agreement Section 17, Trade-in services are hereby explicitly prohibited.
C. Any restrictions or limitations regarding Executive Branch use of this New Jersey Participating Addendum will be set forth in the Method of Operation, as may be amended from time to time and posted on the State’s website.
D. Financing, leasing, and renting is not permitted under this New Jersey Participating Addendum for
State agencies. Authorized Purchasers may finance their purchase, if permitted under law. If financing is through a lease agreement, that agreement is separate from this New Jersey Participating Addendum and is between the Contractor and the respective Authorized Purchaser only.
E. Each Authorized Purchaser is responsible for the full cost of purchases made under this New Jersey Participating Addendum.
F. Configuration Limits –The limits of this Participating Addendum are established by the NASPO Master
Agreement. The configuration limits apply to all purchases made under this Participating Addendum. The dollar limits are based on a SINGLE computer configuration. These limitations are NOT a restriction on the purchase of multiple configurations. Configuration limits may be waived on a case- by-case basis or adjusted via the State’s contract Method of Operation in sole discretion of the Director of Services. 1. The following services are permitted under this Participating Addendum: installation/de-installation,
maintenance, support, training, migration, optimization of products supplied under this Participating Addendum, asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, and technical support services required for the effective operation of a product.
2. Contractor may provide limited professional services associated with the equipment and configuration of the equipment purchased.
3. Services purchased under this Participating Addendum must be directly related to equipment purchased under this Participating Addendum.
3.0 Definitions A. “Authorized Purchasers” under this Participating Addendum shall mean:
1. Any State-Level government agency, department, office, instrumentality, division, unit or other entity in the Executive Branch (“State Purchasers”);
2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;
3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;
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4. School districts per N.J.S.A. 52:25-16.1; 5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-
16.2; and 6. Independent institutions of higher education per N.J.S.A. 52:25-16.5; 7. County colleges per N.J.S.A. 18A:64A-25.9; 8. State colleges per N.J.S.A. 18A:64-60; or 9. Any legal successor in interest to any entity above.
4.0 Modifications to the Terms of the Master Agreement, and State of New Jersey Standard Terms and Conditions A. Master Agreement
1. Master Agreement Section 19 is hereby deleted in its entirety and replaced with the following:
Section 19, Acceptance and Acceptance Testing A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating
Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of nonacceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.
B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any
Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.
2. Master Agreement Section 28, Insurance, is hereby deleted in its entirety and replaced with
the following:
28. INSURANCE The Contractor shall secure and maintain in force for the term of the Contract insurance as provided herein. All required insurance shall be provided by insurance companies with an A- VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 30 days’ written notice of cancellation or material change to the State of New Jersey at the address shown below. If the Contractor’s insurer cannot provide 30 days written notice, then it will become the obligation of the Contractor to provide the same. The Contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof. Renewal certificates shall be provided within 30 days of the expiration of the insurance. The Contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the Contract number or purchase order number and title of the Contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at:
ccau.certificate@treas.state.nj.us The insurance to be provided by the Contractor shall be as follows: a. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Commercial General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as “Additional Insureds” and include the blanket additional insured endorsement or its
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equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic Commercial General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage. b. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1,000,000 per occurrence as a combined single limit. The State must be named as an “Additional Insured” and a blanket additional insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State’s behalf or on State controlled property. c. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than: $1,000,000 BODILY INJURY, EACH OCCURRENCE; $1,000,000 DISEASE EACH EMPLOYEE; and $1,000,000 DISEASE AGGREGATE LIMIT. d. Professional Liability Insurance: The Contractor shall provide Errors and Omissions, Professional Liability Insurance and/or Professional Liability Malpractice Insurance to protect the Contractor from insured liability arising out of the professional obligations performed pursuant to the requirements of this Contract. The insurance shall be in the amount of $2,000,000 per claim and in the aggregate. If the Contractor has claims-made coverage and subsequently changes carriers during the term of the Contract, the new Errors and Omissions, Professional Liability Insurance and/or Professional Malpractice shall provide for retroactive coverage to the inception date of this Contract or earlier.
Notwithstanding anything to the contrary herein, Contractor may meet the above insurance requirements via commercial insurance, self-insurance, or a combination of these options at Contractor’s sole discretion. In addition, any combination of Primary, Umbrella, or Excess Liability policies may be used to meet any coverage or limits requirements listed above.
3. Master Agreement Section 34, Indemnification is hereby deleted in its entirety and replaced
with the following:
34. INDEMNIFICATION A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:
1. The Contractor shall indemnify, defend, and save harmless the State and its officers,
agents, servants and employees, from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith: i. For or on account of the loss of life, tangible property (not including lost or
damaged data) or injury or damage to the person, body or property (not including lost or damaged data) of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or products supplied under the contract or the order; and
ii. For or on account of the use of any patent, copyright, trademark, trade secret or other proprietary right of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance (“Intellectual Property Rights”) furnished or used in the performance of the contract; and
iii. The Contractor’s indemnification and liability under the above Section 34(A)(1) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of the State of New Jersey’s Standard Terms and Conditions.
2. In the event of a claim or suit involving third-party Intellectual Property Rights, the Contractor, at its option, may: (a) procure for the State the legal right to continue the use of the product; (b) replace or modify the product to provide a non-infringing product that is the functional equivalent; or in the event that Contractor cannot do (a) or (b), (c) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.
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3. In the event of a claim or suit involving third-party Intellectual Property Rights, the State will (a) promptly notify Contractor in writing of the claim or suit; and (b) Contractor shall have control of the defense and settlement of any claim that is subject to the above Section 34(A)(1); provided, however, that the State must approve any settlement of the alleged claim, which approval shall not be unreasonably withheld. The State may observe the proceedings relating to the alleged claim and confer with the Contractor at the State’s expense. Furthermore, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of New Jersey or any Authorized Purchaser, nor purport to act as legal representative of the State of New Jersey or any Authorized Purchaser, without having provided notice to the Director of the Division of Law in the Department of Law and Public Safety and to the Director of DPP. The State of New Jersey may, at its election and expense, assume its own defense and settlement.
4. Notwithstanding the foregoing, Contractor has no obligation or liability for any claim or suit concerning third-party Intellectual Property Rights arising from: (1) the State’s unauthorized combination, operation, or use of a product supplied under this contract with any product, device, or software not supplied by Contractor; (2) the State’s unauthorized alteration or modification of any product supplied under this contract; (3) the Contractor’s compliance with the State’s designs, specifications, requests, or instructions, provided that if the State provides Contractor with such designs, specifications, requests, or instructions, Contractor reviews same and advises that such designs, specifications, requests or instructions present potential issues of patent or copyright infringement and the State nonetheless directs the Contractor to proceed with one or more designs, specifications, requests or instructions that present potential issues of patent or copyright infringement; or (4) the State’s failure to promptly implement a required update, use a new version of the product, or to make a change or modification to the product if requested in writing by Contractor.
5. Contractor will be relieved of its responsibilities under the above Subsection 34(A)(1)(i), (ii), and (iii) for any claims made by an unaffiliated third party that arise solely from the actions or omissions of the State, its officers, employees or agents.
6. This section states the entire obligation of Contractor and the exclusive remedy of the State, in respect of any infringement or alleged infringement of any Intellectual Property Rights. This indemnity obligation and remedy are given to the State solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any product.
7. The provisions of this indemnification clause shall in no way limit the Contractor's obligations assumed in the contract, nor shall they be construed to relieve the Contractor from any liability, nor preclude the State from taking any other actions available to it under any other provisions of the contract or otherwise at law or equity, except as otherwise provided in the above Section 34(A)(5).
8. The Contractor agrees that any approval by the State or Authorized Purchaser of the work performed and/or reports, plans or specifications provided by the Contractor shall not operate to limit the obligations of the Contractor assumed in the contract.
9. The State of New Jersey will not indemnify, defend or hold harmless the Contractor. The State will not pay or reimburse for claims absent compliance with the below Section 34(B) and a determination by the State to pay the claim or a final order of a court of competent jurisdiction.
B. STATE RESPONSIBILITIES - Subject to the New Jersey Tort Claims Act (N.J.S.A. 59:1- 1 et seq.), the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq.) and the appropriation and availability of funds, the State will be responsible for any cost or damage arising out of actions or inactions of the State, its employees or agents under the above Section 34(A)(1)(i), (ii), and (iii) which results in an unaffiliated third party claim. This is Contractor’s exclusive remedy for these claims.
4. Master Agreement Section 35, Limitations of Liability, are hereby deleted in their entirety and
replaced with the following:
35. LIMITATION OF LIABILITY
a. The Contractor’s liability for actual, direct damages resulting from the Contractor's performance or non-performance of, or in any manner related to, the contract for any and
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all third party claims, shall be limited in the aggregate to 200% of the fees paid by the Authorized Purchaser(s) during the previous twelve months to Contractor for the products or services giving rise to such damages. Notwithstanding the preceding sentence, in no event shall the limit of liability be less than $100,000. This limitation of liability shall not apply to the following: i. The Contractor's indemnification obligations as described in Section 4.1; and ii. The Contractor’s breach of its obligations of confidentiality described in State of New
Jersey’s Standard Terms and Conditions Section 5.23; and iii. New Jersey Participating Addendum Section 4.B.3 below.
b. The Contractor shall not be liable for punitive, special, indirect, incidental, or consequential damages.
5. Master Agreement Section 39, Governing Law, is hereby deleted in its entirety and replaced
with Section 5.13, Applicable Law and Jurisdiction, of the State’s Standard Terms and Conditions, attached hereto as Exhibit B;
6. Master Agreement Section 43, Force Majeure, is hereby deleted in its entirety and replaced
with Section 5.2, Force Majeure, of the State's Standard Terms and Conditions, attached hereto as Exhibit B;
7. Master Agreement Section 44, Defaults and Remedies, is hereby deleted in its entirety and
replaced with the defaults and remedies discussed in this New Jersey Participating Addendum and its exhibits.
8. Master Agreement Exhibit B, Minnesota Terms and Conditions, is hereby deleted in its entirety. B. State of New Jersey Standard Terms and Conditions
1. Section 4.1 of the State of New Jersey’s Standard Terms and Conditions is deleted in its entirety and replaced with the language provided for in PA Section 4.A.4.
2. Section 4.2 of the State of New Jersey’s Standard Terms and Conditions is deleted and replaced with the language provided for in PA Section 4.A.2.
3. The following are hereby added to the State of New Jersey’s Standard Terms and Conditions:
1. At no time shall any data or processes, which either belongs to or are intended
for the use of State or its officers, agents, or employees, be copied, disclosed, or retained by the Contractor or any party related to the Contractor for subsequent use in any capacity that does not include the State.
5.0 Miscellaneous
1. No Waiver - No term or provision of this New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.
2. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-
face negotiation (which may be virtually) with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.
3. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.
4. In accordance with N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, under no
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circumstances will the State indemnify Contractor and any such provision in the Master Agreement or such other documents shall be of no force and effect.
5. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising
the New Jersey Participating Addendum, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.
6. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising
the New Jersey Participating Addendum, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.
7. State Intellectual Property -The State retains ownership of all State Intellectual Property provided to
the Contractor pursuant to the Agreement. State Intellectual Property includes any intellectual property owned by the State. The State grants the Contractor a non-exclusive, royalty-free, license to use, copy, display, distribute, transit and prepare derivative works of State Intellectual Property and State data and information only to fulfill the purposes of the Agreement. The State’s license to the Contractor is limited by the term of the Agreement and the confidentiality obligations set forth in Section 5.Q Miscellaneous (Compliance – Data and Privacy Laws) of this New Jersey Participating Addendum.
8. Notwithstanding anything to the contrary in the Master Agreement, the Contractor's software
agreement or services agreement, the State makes no warranties unless they are expressly stated in this New Jersey Participating Addendum.
9. A liquidated damages provision, if any, must be agreed to and signed by both parties and stated in
the purchase order issued pursuant to this New Jersey Participating Addendum in order to be in effect.
10. The Contractor shall not have the right to terminate this New Jersey Participating Addendum. Any
provisions in the Master Agreement regarding the Contractor's right to terminate or cancel this New Jersey Participating Addendum are superseded by and replaced in their entirety by this Section 5.J of this New Jersey Participating Addendum. However, in the event that an Authorized Purchaser violates its obligations under this New Jersey Participating Addendum, Contractor may refuse to accept or process orders from such Authorized Purchaser immediately upon written notice to the State and such Authorized Purchaser, until such time as Authorized Purchaser submits a plan to correct such violations satisfactory to Contractor, which approval will not be unreasonably withheld. Notwithstanding anything to the contrary, Contractor shall continue to process orders submitted by other Authorized Purchasers.
11. Open Public Records Act – All documents and information submitted by Contractor to the State under
this New Jersey Participating Addendum are considered public information, notwithstanding any disclaimers to the contrary submitted by Contractor, except as may be exempted from public disclosure by the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., and the common law.
12. Required Summary and Detailed Sales Reporting - The Contractor shall deliver a copy of the
required summary and detailed sales reports described in Section 30 of the NASPO ValuePoint Master Agreement #23011 (“ NASPO ValuePoint Reports”) to the Procurement Specialist and State Contract Manager within ten (10) days of providing the Reports to the Lead State and NASPO ValuePoint. The Reports may be limited to Sales made to Authorized Purchasers under this Participating Addendum.
13. Reporting and Supplier Convenience Fee
A. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the Contract. The Sales Report shall be submitted directly to Periscope using the NJSTART system no later than thirty (30) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information: • Complete and accurate details of all sales, credits, returns, refunds, and the like for the
reporting quarter; • Purchasing entity;
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• Total of Supplier Convenience Fee amount due for the reporting quarter; • Such other information as the State may reasonably request; and • If no sales were made to the State during the reporting quarter, then a report shall be
submitted showing zero sales and zero Supplier Convenience Fee due. Quarterly Sales Reporting and remittance of the Supplier Convenience Fee shall begin on the first calendar quarter starting after the effective date of the Contract. B. Supplier Convenience Fee – For all purchases made under the Contract, the Contractor shall
remit the Supplier Convenience Fee in the amount of one percent (1%) of all Purchases to Periscope Holdings, Inc. (Periscope).
C. Remittance of the Supplier Convenience Fee - On a quarterly basis, the Contractor shall remit the Supplier Convenience Fee directly to Periscope Holdings, Inc. (Periscope) no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Supplier Convenience Fee timely and accurately may result in Contractor’s goods and/or services being made ineligible for purchase through the NJSTART Marketplace.
D. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to Using Agencies and Intrastate Cooperative Purchasing Participants in sufficient detail to enable the State to determine the Supplier Convenience Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Supplier Convenience Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.
E. Catalog Enablement - The Contractor shall cooperate with the State and/or Periscope as requested to upload catalog items and pricing consistent with the awarded Participating Addendum to the NJSTART Marketplace module within thirty days (30) of the Participating Addendum award.
14. Delivery Guarantees
1. Deliveries shall be made in accordance with the terms of the Master Agreement. Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.
2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from any available source.
3. The Contractor shall be responsible for the delivery of new or “like-new” products in accordance with good commercial practice. “Like-new” products will be identified as “like- new” and will be furnished at a price discounted from the price of the equivalent new product.
15. Authorized Resellers/Distributors and Subcontractors:
Contractor has the right to utilize Authorized Resellers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning. This Participating Addendum may not be subcontracted or assigned by the Contractor, in whole or in part, without the prior written consent of the Director, which shall not be unreasonably withheld. Such consent, if granted, shall not relieve the Contractor of any responsibilities under this Participating Addendum. For the avoidance of doubt, the Contractor shall be responsible for obtaining all required forms from each Distributor or subcontractor and submit the required forms to the State. The State will not accept forms directly from the Distributor and/or subcontractor. If the Contractor uses a Distributor, Contractor and the State agree to a minimum of 2 and a maximum of 17 Distributors. The Contractor agrees to provide a list of the Distributor(s) that will service the Contract, including the name, address and contact information for each Distributor. The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on the Contract. Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the Participating Addendum, but under no circumstance shall the total number of Distributors exceed the aforementioned maximum. Contractor and the State reserve the right to remove an authorized Distributor at its discretion for cause, not meeting established vendor criteria under the Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason,
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Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.
16. Performance Guarantee
Notwithstanding anything to the contrary in the Master Agreement Terms and Conditions or the Master Agreement, this Section 5.0 prevails over any inspection or acceptance language contained in an Order. The Contractor hereby certifies that:
1. The equipment offered is standard, new or “like-new” equipment, with available parts regularly used for the type of equipment offered; that such parts are all in production; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. In the event that a warranty claim occurs during the warranty period as set forth in the Master Agreement, warranty hardware replacement may consist of “like-new” parts.
2. All equipment supplied under the Agreement and operated by electrical current is UL listed where applicable.
3. Contractor warrants that all goods purchased by the State shall be fully operational for the period stated in the Master Agreement from time of acceptance by the State. Authorized Purchaser has thirty (30) days after Product delivery to inspect the Product for external damage and for any concealed damage (“Acceptance Period”). If external or concealed damage is revealed during the Acceptance Period, then Authorized Purchaser shall notify Contractor. At Contractor’s option, Contractor shall 1) repair such damage, 2) ship a replacement, or 3) refund the purchase price (upon return of the Product). Delivery of goods shall be evidenced by a signed delivery receipt. The Contractor and/or Fulfillment Partner shall render prompt warranty service without charge regardless of geographic location.
4. Sufficient quantities of parts necessary for proper service to equipment will be maintained at distribution points and service headquarters.
5. Trained and/or Contractor-certified technicians and/or engineers are regularly employed to make necessary repairs to equipment within the time accepted as industry practice.
6. During the warranty period, at Contractor’s sole option, the Contractor shall promptly repair, replace or provide a refund of the purchase price of any product which is rejected for failure to meet and conform with the Contractor’s product specifications. This warranty does not apply to misuse, modification, damages caused by force majeure, as defined in the Master Agreement, or the State’s or other Authorized Purchaser’s failure to follow operation instructions of Contractor.
7. Contractor warrants that during the warranty period, software shall perform substantially in accordance with specifications, from the time of acceptance.
8. Contractor represents and warrants that, at the time of delivery and installation of the software provided pursuant to the Agreement, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required.
9. All services rendered under the Agreement shall be performed in strict and full accordance with requirements agreed upon at time of Order. The Order shall not be considered complete until final approval by the State is rendered. In the event of non-conformance of services, Master Agreement Section 19(d) shall apply.
Q. Compliance - Data and Privacy Laws
The Contractor agrees to comply with all State and Federal data and privacy laws, rules and regulations applicable to Contractor under the Agreement.
6.0 The State of New Jersey Mandatory Certification Requirements The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.
A. Ownership Disclosure (N.J.S.A. 52:25-24.2); B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.); C. Disclosure of Investigations and Actions Involving Bidder Form; D. MacBride Principles (N.J.S.A. 52:34-12.2);
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E. Source Disclosure Certification (N.J.S.A. 52:34-13.2); F. Vendor Certification (P.L. 2005, c.271); G. New Jersey Business Registration (N.J.S.A. 52:32-44); H. Proof of insurance as specified herein; I. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):
i. New Jersey Form AA-302 Affirmative Action Employee Information Report; or ii. New Jersey Affirmative Action Certificate; or iii. Federal Affirmative Action Approval Letter.
J. Certification of Non-Involvement In Prohibited Activities in Russia or Belarus 7.0 Primary Contacts: Any notice between the parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:
State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Michael Snyder Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230
Trenton, New Jersey 08625-0230 Telephone (609) 826 - 3532 Fax N/A Email Michael.J.Snyder@treas.nj.gov
State of New Jersey – Office of Information Technology Name Toni Dubernas Title State Contract Manager Address 300 River View Plaza, Trenton, New Jersey 08611 Telephone (609) 376 - 0889 Fax N/A Email Toni.Dubernas@tech.nj.gov
HP Inc. Name Debra Lee Title Director of Contract Sales Management Address 10300 Energy Drive, Spring, TX 77389 Telephone (847) 537-0344 Fax (847) 572-1336 Email Debra.lee@hp.com With a copy of Legal Notices to: Title Chief Legal Officer Address 1501 Page Mill Road, Palo Alto, CA 94304
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https://www.state.nj.us/treasury/purchase/forms/SourceDisclosureCertification.pdf https://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf https://www.state.nj.us/treasury/contract_compliance/index.shtml https://www.nj.gov/treasury/administration/pdf/DisclosureofProhibitedActivitesinRussiaBelarus.pdf mailto:Toni.Dubernas@tech.nj.gov mailto:Debra.lee@hp.com
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IN WITNESS WHEREOF, the Contractor and the State have caused this New Jersey Participating Addendum to be executed by their authorized representatives and agree that this New Jersey Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.
HP Inc.
Signature Date
Print Name and Title
The State of New Jersey Department of the Treasury - Division of Purchase and Property
Amy F. Davis, Acting Director Date
Approved as to Form Matthew J. Platkin, Attorney General State of New Jersey – Department of Law and Public Safety
Signature Date
Print Name and Title
Fernanda Cazares Contracts Specialist
3/15/2024
03/13/2024
DAG Brandon Bowers
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EXHIBITS EXHIBIT A - The State of New Jersey Standard Terms and Conditions EXHIBIT B - The Master Agreement, including its attachments and exhibits EXHIBIT C - The Solicitation EXHIBIT D - The Contractor’s response to the Solicitation
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EXHIBIT A The State of New Jersey Standard Terms and
Conditions
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State of New Jersey Standard Terms and Conditions (Revised June 21, 2023)
STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230
1.0 STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT The following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. The State's terms and conditions shall prevail over any conflicts set forth in a Contractor’s Quote or Proposal.
2.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS
The statutes, laws, regulations or codes cited herein are available for review at the New Jersey State Library, 185 West State Street, Trenton, New Jersey 08625.
2.1 BUSINESS REGISTRATION
Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity unless the Contractor and each subcontractor named in the proposal have a valid Business Registration Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in a bid or other proposal shall provide a copy of its business registration to the Contractor who shall provide it to the State.
The contractor shall maintain and submit to the State a list of subcontractors and their addresses that may be updated from time to time with the prior written consent of the Director of the Division of Purchase and Property (Director) during the course of contract performance. The contractor shall submit to the State a complete and accurate list of all subcontractors used and their addresses before final payment is made under the contract.
Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency.
The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the “Sales and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:32B-1 et seq.) on all sales of tangible personal property delivered into the State. Any questions in this regard can be directed to the Division of Revenue at (609) 292-1730. Form NJ-REG can be filed online at http://www.state.nj.us/treasury/revenue/busregcert.shtml.
2.2 OWNERSHIP DISCLOSURE Pursuant to N.J.S.A. 52:25-24.2, in the event the Contractor is a corporation, partnership or limited liability company, the Contractor must complete an Ownership Disclosure Form.
A current completed Ownership Disclosure Form must be received prior to or accompany the submitted Quote. A Contractor’s failure to submit the completed and signed form prior to or with its Quote will result in the Contractor being ineligible for a Contract award, unless the Division of Purchase and Property (Division) has on file a signed and accurate Ownership Disclosure Form dated and received no more than six (6) months prior to the Quote submission deadline for this procurement. If any ownership change has occurred within the last six (6) months, a new Ownership Disclosure Form must be completed, signed and submitted with the Quote.
In the alternative, a Contractor with any direct or indirect parent entity which is publicly traded may submit the name and address of each publicly traded entity and the name and address of each person that holds a 10 percent or greater beneficial interest in the publicly traded entity as of the last annual filing with the federal Securities and Exchange Commission or the foreign equivalent, and, if there is any person that holds a 10 percent or greater beneficial interest, also shall submit links to the websites containing the last annual filings with the federal Securities and Exchange Commission or the foreign equivalent and the relevant page numbers of the filings that contain the information on each person that holds a 10 percent or greater beneficial interest. N.J.S.A. 52:25-24.2.
2.3 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN
Pursuant to N.J.S.A. 52:32-58, the Contractor must utilize this Disclosure of Investment Activities in Iran form to certify that neither the Contractor, nor one (1) of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32-56(e)(3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither the Contractor, nor one (1) of its parents, subsidiaries, and/or affiliates, is involved in any of the investment activities set forth in N.J.S.A. 52:32-56(f). If the Contractor is unable to so certify, the Contractor shall provide a detailed and precise description of such activities as directed on the form. A Contractor’s failure to submit the completed and signed form will preclude the award of a Contract to said Contractor.
2.4 ANTI-DISCRIMINATION
All parties to any contract with the State agree not to discriminate in employment and agree to abide by all anti-discrimination laws including those contained within N.J.S.A. 10:2-1 through N.J.S.A. 10:2-4, N.J.S.A. 10:5-1 et seq. and N.J.S.A. 10:5-31 through 10:5-38, and all rules and regulations issued thereunder are hereby incorporated by reference. The agreement to abide by the provisions of N.J.S.A. 10:5-31 through 10:5- 38 include those provisions indicated for Goods, Professional Service and General Service Contracts (Exhibit A, attached) and Constructions
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Contracts (Exhibit B and Exhibit C - Executive Order 151 Requirements) as appropriate.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5- 31 et seq., as amended and supplemented from time to time.
2.5 AFFIRMATIVE ACTION In accordance with N.J.A.C. 17:27-1.1, prior to award, the Contractor and subcontractor must submit a copy of a New Jersey Certificate of Employee Information Report, or a copy of Federal Letter of Approval verifying it is operating under a federally approved or sanctioned Affirmative Action program. Contractors or subcontractors not in possession of either a New Jersey Certificate of Employee Information Report or a Federal Letter of Approval must complete the Affirmative Action Employee Information Report (AA-302) located on the web at https://www.state.nj.us/treasury/contract_compliance/.
2.6 AMERICANS WITH DISABILITIES ACT The contractor must comply with all provisions of the Americans with Disabilities Act (ADA), P.L 101-336, in accordance with 42 U.S.C. 12101, et seq.
2.7 MACBRIDE PRINCIPLES The Contractor must certify pursuant to N.J.S.A. 52:34-12.2 that it either has no ongoing business activities in Northern Ireland and does not maintain a physical presence therein or that it will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principles of nondiscrimination in employment as set forth in N.J.S.A. 52:18A-89.5 and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of their compliance with those principles.
2.8 PAY TO PLAY PROHIBITIONS
New Jersey law insulates the negotiation and award of State contracts from political contributions that pose a risk of improper influence, purchase of access or the appearance thereof. P.L.2005, c.51, as amended by the Elections Transparency Act, P.L.2023, c.30, codified at N.J.S.A. 19:44A- 20.13 to 20.25 (“Chapter 51”) and Executive Order 333 (2023).
Pursuant to N.J.S.A. 19:44A-20.13 et seq. (P.L.2005, c.51, rev. P.L.2023, c.30), a “fair and open process” means, at a minimum, that the contract shall be: publicly advertised in newspapers or on the Internet website maintained by the public entity in sufficient time to give notice in advance of the contract; awarded under a process that provides for public solicitation of proposals or qualifications and awarded and disclosed under criteria established in writing by the public entity prior to the solicitation of proposals or qualifications; and publicly opened and announced when awarded. A contract awarded under a process that includes public bidding or competitive contracting pursuant to State contracts law shall constitute a fair and open process. N.J.S.A. 19:44A-20.23. The agency conducting the procurement will need to determine whether the procurement meets the Election Transparency Act definition of a “fair and open process” and instruct vendors on the applicability of Chapter 51.
A. For Contracts Awarded Pursuant to a Fair and Open Process
Pursuant to P.L.2005, c.51, as amended by the Elections Transparency Act, P.L.2023, c.30, codified at N.J.S.A. 19:44A-20.13 to 20.25 (“Chapter 51”), and Executive Order No. 333 (2023), contracts awarded pursuant to a fair and open process do not require a certification or disclosure of any solicitation or contribution of money, or pledge of contribution, including in-kind contributions.
B. For Contracts Awarded Pursuant to a Non-Fair and Open Process
Pursuant to N.J.S.A. 19:44A-20.13 et seq. (P.L.2005, c.51, rev. P.L.2023, c.30), and Executive Order 333 (2023), the State shall not enter into a Contract to procure services or any material, supplies or equipment, or to acquire, sell, or lease any land or building from any Business Entity, where the value of the transaction exceeds $17,500, if that Business Entity has solicited or made any contribution of money, or pledge of contribution, including in-kind contributions, to a Continuing Political Committee or to a candidate committee and/or election fund of any candidate for or holder of the public office of Governor or Lieutenant Governor during certain specified time periods. It shall be a breach of the terms of the contract for the Business Entity to:
(1) Make or solicit a contribution in violation of the statute; (2) Knowingly conceal or misrepresent a contribution given or received; (3) Make or solicit contributions through intermediaries for the purpose of concealing or misrepresenting the source of the
contribution; (4) Make or solicit any contribution on the condition or with the agreement that it will be contributed to a campaign committee
or any candidate of holder of the public office of Governor or Lieutenant Governor; (5) Engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist or consultant would make or
solicit any contribution, which if made or solicited by the business entity itself, would subject that entity to the restrictions of the Legislation;
(6) Fund contributions made by third parties, including consultants, attorneys, family members, and employees; (7) Engage in any exchange of contributions to circumvent the intent of the Legislation; or (8) Directly or indirectly through or by any other person or means, do any act which would subject that entity to the restrictions
of the Legislation.
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Further, the Contractor is required, on a continuing basis, to report any contributions it makes during the term of the Contract, and any extension(s) thereof, at the time any such contribution is made.
A “Continuing Political Committee” means any political organization (a) organized under section 527 of the Internal Revenue Code; and (b) consisting of any group of two or more persons acting jointly, or any corporation, partnership, or any other incorporated or unincorporated association, including a political club, political action committee, civic association or other organization, which in any calendar year contributes or expects to contribute at least $5,500 to the aid or promotion of the candidacy of an individual, or of the candidacies of individuals, for elective public office, or the passage or defeat of a public question or public questions, and which may be expected to make contributions toward such aid or promotion or passage or defeat during a subsequent election, provided that the group, corporation, partnership, association or other organization has been determined to be a Continuing Political Committee by the New Jersey Election Law Enforcement Commission under N.J.S.A.19:44A-8. A Continuing Political Committee does not include a “political party committee,” a “legislative leadership committee,” or an “independent expenditure committee,” as defined in N.J.S.A. 19:44A-3.
Prior to awarding any Contract or agreement to any Business Entity pursuant to a non-fair and open process, the Business Entity proposed as the intended Contractor of the Contract shall submit the Two-Year Chapter 51 /Executive Order 333 Vendor Certification and Disclosure of Political Contributions for Non-Fair and Open Contracts, certifying either that no contributions to a Continuing Political Committee or to a candidate committee or election fund of a gubernatorial candidate have been made by the Business Entity and reporting all qualifying contributions made by the Business Entity or any person or entity whose contributions are attributable to the Business Entity. The required form and instructions, available for review on the Division’s website at http://www.state.nj.us/treasury/purchase/forms/eo134/Chapter51.pdf.
2.9 POLITICAL CONTRIBUTION DISCLOSURE The contractor is advised of its responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (ELEC), pursuant to N.J.S.A. 19:44A-20.27 (P.L.2005, c.271, rev. P.L.2023, c.30) if in a calendar year the contractor receives one or more contracts valued at $50,000.00 or more. It is the contractor’s responsibility to determine if filing is necessary. Failure to file can result in the imposition of penalties by ELEC. Additional information about this requirement is available from ELEC by calling 1(888)313-3532 or on the internet at http://www.elec.state.nj.us/.
2.10 STANDARDS PROHIBITING CONFLICTS OF INTEREST The following prohibitions on contractor activities shall apply to all contracts or purchase agreements made with the State of New Jersey, pursuant to Executive Order No. 189 (1988).
A. No vendor shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, compensation, gift, gratuity, or other
thing of value of any kind to any State officer or employee or special State officer or employee, as defined by N.J.S.A. 52:13D-13b. and e., in the Department of the Treasury or any other agency with which such vendor transacts or offers or proposes to transact business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13i., of any such officer or employee, or partnership, firm or corporation with which they are employed or associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52:13D-13g;
B. The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any State officer or employee or special State officer or employee from any State vendor shall be reported in writing forthwith by the vendor to the New Jersey Office of the Attorney General and the Executive Commission on Ethical Standards, now known as the State Ethics Commission;
C. No vendor may, directly or indirectly, undertake any private business, commercial or entrepreneurial relationship with, whether or not pursuant to employment, contract or other agreement, express or implied, or sell any interest in such vendor to, any State officer or employee or special State officer or employee having any duties or responsibilities in connection with the purchase, acquisition or sale of any property or services by or to any State agency or any instrumentality thereof, or with any person, firm or entity with which he/she is employed or associated or in which he/she has an interest within the meaning of N.J.S.A. 52:13D-13g. Any relationships subject to this provision shall be reported in writing forthwith to the Executive Commission on Ethical Standards, now known as the State Ethics Commission, which may grant a waiver of this restriction upon application of the State officer or employee or special State officer or employee upon a finding that the present or proposed relationship does not present the potential, actuality or appearance of a conflict of interest;
D. No vendor shall influence, or attempt to influence or cause to be influenced, any State officer or employee or special State officer or employee in his/her official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee;
E. No vendor shall cause or influence, or attempt to cause or influence, any State officer or employee or special State officer or employee to use, or attempt to use, his/her official position to secure unwarranted privileges or advantages for the vendor or any other person; and
F. The provisions cited above in paragraphs 2.8A through 2.8E shall not be construed to prohibit a State officer or employee or Special State officer or employee from receiving gifts from or contracting with vendors under the same terms and conditions as are offered or made available to members of the general public subject to any guidelines the Executive Commission on Ethical Standards, now known
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as the State Ethics Commission may promulgate under paragraph 3c of Executive Order No. 189.
2.11 NEW JERSEY BUSINESS ETHICS GUIDE CERTIFICATION The Treasurer has established a business ethics guide to be followed by a Contractor in dealings with the State. The guide can be found at: https://www.nj.gov/treasury/purchase/pdf/BusinessEthicsGuide.pdf.
2.12 NOTICE TO ALL CONTRACTORS SET-OFF FOR STATE TAX NOTICE Pursuant to N.J.S.A. 54:49-19, effective January 1, 1996, and notwithstanding any provision of the law to the contrary, whenever any taxpayer, partnership or S corporation under contract to provide goods or services or construction projects to the State of New Jersey or its agencies or instrumentalities, including the legislative and judicial branches of State government, is entitled to payment for those goods or services at the same time a taxpayer, partner or shareholder of that entity is indebted for any State tax, the Director of the Division of Taxation shall seek to set off that taxpayer’s or shareholder’s share of the payment due the taxpayer, partnership, or S corporation. The amount set off shall not allow for the deduction of any expenses or other deductions which might be attributable to the taxpayer, partner or shareholder subject to set-off under this act.
The Director of the Division of Taxation shall give notice to the set-off to the taxpayer and provide an opportunity for a hearing within 30 days of such notice under the procedures for protests established under R.S. 54:49-18. No requests for conference, protest, or subsequent appeal to the Tax Court from any protest under this section shall stay the collection of the indebtedness. Interest that may be payable by the State, pursuant to P.L. 1987, c.184 (c.52:32-32 et seq.), to the taxpayer shall be stayed.
2.13 COMPLIANCE - LAWS The contractor must comply with all local, State and Federal laws, rules and regulations applicable to this contract and to the goods delivered and/or services performed hereunder.
2.14 COMPLIANCE - STATE LAWS
It is agreed and understood that any contracts and/or orders placed as a result of [this proposal] shall be governed and construed and the rights and obligations of the parties hereto shall be determined in accordance with the laws of the State of New Jersey.
2.15 WARRANTY OF NO SOLICITATION ON COMMISSION OR CONTINGENT FEE BASIS
The contractor warrants that no person or selling agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business. If a breach or violation of this section occurs, the State shall have the right to terminate the contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage or contingent fee.
2.16 DISCLOSURE OF INVESTIGATIONS AND OTHER ACTIONS
The Contractor should submit the Disclosure of Investigations and Other Actions Form which provides a detailed description of any investigation, litigation, including administrative complaints or other administrative proceedings, involving any public sector clients during the past five (5) years, including the nature and status of the investigation, and, for any litigation, the caption of the action, a brief description of the action, the date of inception, current status, and, if applicable, disposition. If a Contractor does not submit the form with the Quote, the Contractor must comply within seven (7) business days of the State’s request or the State may deem the Quote non-responsive.
2.17 DISCLOSURE OF PROHIBITED ACTIVITIES WITH RUSSIA OR BELARUS
Pursuant to N.J.S.A. 52:32-60.1 (P.L. 2022, c.3), a person or entity seeking to enter into or renew a contract for the provision of goods or services shall certify that it is not identified on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Activities in Russia or Belarus. If the Contractor is unable to so certify, the Contractor shall provide a detailed and precise description of such activities. A Contractor’s failure to submit a certification will preclude the award or renewal of a Contract to said Contractor.
3.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY CONTRACTORS UNDER CIRCUMSTANCES SET FORTH IN LAW OR BASED
ON THE TYPE OF CONTRACT
3.1 COMPLIANCE - CODES The contractor must comply with New Jersey Uniform Construction Code and the latest National Electrical Code 70®, B.O.C.A. Basic Building code, Occupational Safety and Health Administration and all applicable codes for this requirement. The contractor shall be responsible for securing and paying all necessary permits, where applicable.
3.2 PREVAILING WAGE ACT
The New Jersey Prevailing Wage Act, N.J.S.A. 34: 11-56.25 et seq. is hereby made part of every contract entered into on behalf of the State of New Jersey through the Division of Purchase and Property, except those contracts which are not within the contemplation of the Act. The Contractor 's signature on [the proposal] is his/her guarantee that neither he/she nor any subcontractors he/she might employ to perform the work covered by [the proposal] has been suspended or debarred by the Commissioner, Department of Labor and Workforce Development for violation of the provisions of the Prevailing Wage Act and/or the Public Works Contractor Registration Acts; the Contractor’s signature on the proposal is also his/her guarantee that he/she and any subcontractors he/she might employ to perform the work covered by [the proposal] shall comply with
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https://www.nj.gov/treasury/purchase/pdf/BusinessEthicsGuide.pdf
the provisions of the Prevailing Wage and Public Works Contractor Registration Acts, where required.
3.3 PUBLIC WORKS CONTRACTOR REGISTRATION ACT The New Jersey Public Works Contractor Registration Act requires all contractors, subcontractors and lower tier subcontractor(s) who engage in any contract for public work as defined in N.J.S.A. 34:11-56.26 be first registered with the New Jersey Department of Labor and Workforce Development pursuant to N.J.S.A. 34:11-56.51. Any questions regarding the registration process should be directed to the Division of Wage and Hour Compliance.
3.4 PUBLIC WORKS CONTRACT - ADDITIONAL AFFIRMATIVE ACTION REQUIREMENTS
N.J.S.A. 10:2-1 requires that during the performance of this contract, the contractor must agree as follows: A. In the hiring of persons for the performance of work under this contract or any subcontract hereunder, or for the procurement,
manufacture, assembling or furnishing of any such materials, equipment, supplies or services to be acquired under this contract, no contractor, nor any person acting on behalf of such contractor or subcontractor, shall, by reason of race, creed, color, national origin, ancestry, marital status, gender identity or expression, affectional or sexual orientation or sex, discriminate against any person who is qualified and available to perform the work to which the employment relates;
B. No contractor, subcontractor, nor any person on his/her behalf shall, in any manner, discriminate against or intimidate any employee engaged in the performance of work under this contract or any subcontract hereunder, or engaged in the procurement, manufacture, assembling or furnishing of any such materials, equipment, supplies or services to be acquired under such contract, on account of race, creed, color, national origin, ancestry, marital status, gender identity or expression, affectional or sexual orientation or sex;
C. There may be deducted from the amount payable to the contractor by the contracting public agency, under this contract, a penalty of $50.00 for each person for each calendar day during which such person is discriminated against or intimidated in violation of the provisions of the contract; and
D. This contract may be canceled or terminated by the contracting public agency, and all money due or to become due hereunder may be forfeited, for any violation of this section of the contract occurring after notice to the contractor from the contracting public agency of any prior violation of this section of the contract.
N.J.S.A. 10:5-33 and N.J.A.C. 17:27-3.5 require that during the performance of this contract, the contractor must agree as follows:
A. The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause;
B. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex;
C. The contractor or subcontractor where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment, N.J.A.C. 17:27-3.7 requires all contractors and subcontractors, if any, to further agree as follows:
1. The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. 17:27-5.2;
2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices;
3. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions; and
4. In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.
3.5 BUILDING SERVICE
Pursuant to N.J.S.A. 34:11-56.58 et seq., in any contract for building services, as defined in N.J.S.A. 34:11-56.59, the employees of the contractor
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or subcontractors shall be paid prevailing wage for building services rates, as defined in N.J.S.A. 34:11.56.59. The prevailing wage shall be adjusted annually during the term of the contract.
3.6 THE WORKER AND COMMUNITY RIGHT TO KNOW ACT
The provisions of N.J.S.A. 34:5A-1 et seq. which require the labeling of all containers of hazardous substances are applicable to this contract. Therefore, all goods offered for purchase to the State must be labeled by the contractor in compliance with the provisions of the statute.
3.7 SERVICE PERFORMANCE WITHIN U.S.
Under N.J.S.A. 52:34-13.2, all contracts primarily for services awarded by the Director shall be performed within the United States, except when the Director certifies in writing a finding that a required service cannot be provided by a contractor or subcontractor within the United States and the certification is approved by the State Treasurer.
A shift to performance of services outside the United States during the term of the contract shall be deemed a breach of contract. If, during the term of the contract, the contractor or subcontractor, proceeds to shift the performance of any of the services outside the United States, the contractor shall be deemed to be in breach of its contract, which contract shall be subject to termination for cause pursuant to Section 5.7(b) (1) of the Standard Terms and Conditions, unless previously approved by the Director and the Treasurer.
3.8 BUY AMERICAN
Pursuant to N.J.S.A. 52:32-1, if manufactured items or farm products will be provided under this contract to be used in a public work, they shall be manufactured or produced in the United States, whenever available, and the contractor shall be required to so certify.
3.9 DOMESTIC MATERIALS
Pursuant to N.J.S.A. 52:33-2 et seq., if the contract is for the construction, alteration or repair of any public work, the contractor and all subcontractors shall use only domestic materials in the performance of the work unless otherwise noted in the specifications.
3.10 DIANE B. ALLEN EQUAL PAY ACT
Pursuant to N.J.S.A. 34:11-56.14 and N.J.A.C. 12:10-1.1 et seq., a contractor performing “qualifying services” or “public work” to the State or any agency or instrumentality of the State shall provide the Commissioner of Labor and Workforce Development a report regarding the compensation and hours worked by employees categorized by gender, race, ethnicity, and job category. For more information and report templates see https://nj.gov/labor/equalpay/equalpay.html.
3.11 EMPLOYEE MISCLASSIFICATION In accordance with Governor Murphy’s Executive Order #25 and the Task Force’s July 2019 Report, employers are required to properly classify their employees. Workers are presumed to be employees and not independent contractors, unless the employer can demonstrate all three factors of the “ABC Test” below:
A. Such individual has been and will continue to be free from control or direction of the performance of such service, but under his or her
contract of service and in fact; and B. Such service is either outside the usual course of business for which such service is performed, or that such service is performed
outside of all places of business of the enterprise for which such service is performed; and C. Such individual is customarily engaged in an independently established trade, occupation, profession or business.
This test has been adopted by New Jersey under its Wage & Hour, Wage Payment and Unemployment Insurance Laws to determine whether a worker is properly classified. Under N.J.S.A. 34:1A-1.17-1.19, the Department of Labor and Workforce Development has the authority to investigate potential violations of these laws and issue penalties and stop work order to employers found to be in violation of the laws.
3.12 CYBERSECURITY INCIDENT REPORTING REQUIREMENT
Pursuant to N.J.S.A. 52:17B-193.2 et seq. (P.L.2023, c.19), Contractors that have access to, or host the State’s network(s), system(s), application(s), or information shall report Cybersecurity Incidents to the New Jersey Office of Homeland Security and Preparedness (NJ OHSP) at https://www.cyber.nj.gov/report/ within 72 hours of when the Contractor reasonably believes that a Cybersecurity Incident has occurred.
Consistent with N.J.S.A. 52:17B-193.2, “Cybersecurity Incident” means a malicious or suspicious event occurring on or conducted through a computer network that jeopardizes the integrity, confidentiality, or availability of an information system or the information the system processes, stores, or transmits.
Consistent with N.J.S.A. 52:17B-193.3(f), any Cybersecurity Incident notification submitted to the NJ OHSP shall be deemed confidential, non- public, and not subject to the provisions of P.L.1963, c.73 (C.47:1A-1 et seq.), commonly known as the New Jersey Open Public Records Act, as amended and supplemented, and may not be discoverable in any civil or criminal action or subject to subpoena, unless the subpoena is issued by the New Jersey State Legislature and deemed necessary for the purposes of legislative oversight.
This reporting required by N.J.S.A. 52:17B-193.2 et seq. (P.L.2023, c.19) to NJ OHSP is in addition to the Contractor’s responsibility to report Security Incidents as may be set forth in Contract Scope of Work or the Waivered Contracts Supplement to the State of New Jersey Terms and
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https://nj.gov/labor/equalpay/equalpay.html https://www.state.nj.us/infobank/eo/056murphy/pdf/EO-25.pdf https://www.nj.gov/labor/assets/PDFs/Misclassification%20Report%202019.pdf https://www.cyber.nj.gov/report/
Conditions. If the Waivered Contracts Supplement is not made part of the contract and a notification period is not specified in the Contract Scope of Work, the Contractor shall give notice of the Cybersecurity Incident to the Using Agency as soon as practicable, but no less than one business day, after the Contractor reasonably believes that a Cyber Security Incident has occurred.
4.0 INDEMNIFICATION AND INSURANCE
4.1 INDEMNIFICATION The contractor’s liability to the State and its employees in third party suits shall be as follows:
A. Indemnification for Third Party Claims - The contractor shall assume all risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State of New Jersey and its employees from and against any and all claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith which shall arise from or result directly or indirectly from the work and/or materials supplied under this contract, including liability of any nature or kind for or on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract;
B. The contractor’s indemnification and liability under subsection (A) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of these Terms and Conditions; and
C. In the event of a patent and copyright claim or suit, the contractor, at its option, may: (1) procure for the State of New Jersey the legal right to continue the use of the product; (2) replace or modify the product to provide a non-infringing product that is the functional equivalent; or (3) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.
4.2 INSURANCE
The contractor shall secure and maintain in force for the term of the contract insurance as provided herein. All required insurance shall be provided by insurance companies with an A-VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 30 days’ written notice of cancellation or material change to the State of New Jersey at the address shown below. If the contractor’s insurer cannot provide 30 days written notice, then it will become the obligation of the contractor to provide the same. The contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof. Renewal certificates shall be provided within 30 days of the expiration of the insurance. The contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the contract number or purchase order number and title of the contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at: ccau.certificate@treas.nj.gov
The insurance to be provided by the contractor shall be as follows:
A. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Commercial General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as “Additional Insureds” and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic Commercial General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage;
B. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1,000,000 per occurrence as a combined single limit. The State must be named as an “Additional Insured” and a blanket additional insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State’s behalf or on State controlled property;
C. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than:
1. $1,000,000 BODILY INJURY, EACH OCCURRENCE; 2. $1,000,000 DISEASE EACH EMPLOYEE; and 3. $1,000,000 DISEASE AGGREGATE LIMIT.
This $1,000,000 amount may be raised when deemed necessary by the Director;
In the case of a contract entered into pursuant to N.J.S.A. 52:32-17 et seq., (small business set asides) the minimum amount of insurance coverage in subsections A, B, and B. above may be amended for certain commodities when deemed in the best interests of the State by the Director.
5.0 TERMS GOVERNING ALL CONTRACTS
5.1 CONTRACTOR IS INDEPENDENT CONTRACTOR The contractor's status shall be that of any independent contractor and not as an employee of the State.
5.2 FORCE MAJEURE
Neither party will be liable to the other for any delay or inability to perform its obligations if such delay or inability arises from any act of God, fire,
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mailto:ccau.certificate@treas.nj.gov
natural disaster, act of war (declared or undeclared), act of terrorism (domestic or international), riot, civil disturbance, pandemic or other public health crisis (arising during the term of the contract) In the event of such a delay or inability to perform, the time for performance will be extended by an amount reasonable under the specific circumstances and mutually agreed-upon date sufficient to allow Vendor to perform the work delayed by the force majeure.
5.3 CONTRACT TERM AND EXTENSION OPTION
If, in the opinion of the Director, it is in the best interest of the State to extend a contract, the contractor shall be so notified of the Director’s Intent at least 30 days prior to the expiration date of the existing contract. The contractor shall have 15 calendar days to respond to the Director's request to extend the term and period of performance of the contract. If the contractor agrees to the extension, all terms and conditions of the original contract shall apply unless more favorable terms for the State have been negotiated.
5.4 STATE’S OPTION TO REDUCE SCOPE OF WORK
The State has the option, in its sole discretion, to reduce the scope of work for any deliverable, task or subtask called for under this contract. In such an event, the Director shall provide to the contractor advance written notice of the change in scope of work and what the Director believes should be the corresponding adjusted contract price. Within five (5) business days of receipt of such written notice, if either is applicable:
A. If the contractor does not agree with the Director’s proposed adjusted contract price, the contractor shall submit to the Director any additional information that the contractor believes impacts the adjusted contract price with a request that the Director reconsider the proposed adjusted contract price. The parties shall negotiate the adjusted contract price. If the parties are unable to agree on an adjusted contract price, the Director shall make a prompt decision taking all such information into account, and shall notify the contractor of the final adjusted contract price; and
B. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is being changed or eliminated such that it would not be compensated under the adjusted contract, the contractor shall be compensated for such work effort according to the applicable portions of its price schedule and the contractor shall submit to the Director an itemization of the work effort already completed by deliverable, task or subtask within the scope of work, and any additional information the Director may request. The Director shall make a prompt decision taking all such information into account, and shall notify the contractor of the compensation to be paid for such work effort.
Any changes or modifications to the terms of this Contract shall be valid only when they have been reduced to writing and signed by the Contractor and the Director.
5.5 CHANGE IN LAW
If, after award, a change in applicable law or regulation occurs which affects the Contract, the parties may amend the Contract, whether including new work required by the change in law or to eliminate work no longer required by the change in law along with a commensurate price change. The parties shall negotiate the terms of the change in good faith, however if agreement is not possible after reasonable efforts, the Director shall make a prompt decision taking all relevant information into account, and shall notify the Contractor of the final adjusted scope of work and contract price.
5.6 SUSPENSION OF WORK
The State may, for valid reason, issue a stop order directing the contractor to suspend work under the contract for a specific time. The contractor shall be paid for goods ordered, goods delivered, or services requested and performed until the effective date of the stop order. The contractor shall resume work upon the date specified in the stop order, or upon such other date as the State Contract Manager may thereafter direct in writing. The period of suspension shall be deemed added to the contractor's approved schedule of performance.
5.7 TERMINATION OF CONTRACT
A. For Convenience: Notwithstanding any provision or language in this contract to the contrary, the Director may terminate this contract at any time, in whole or in part, for the convenience of the State, upon no less than 30 days written notice to the contractor;
B. For Cause: 1. Where a contractor fails to perform or comply with a contract or a portion thereof, and/or fails to comply with the complaints procedure
in N.J.A.C. 17:12-4.2 et seq., the Director may terminate the contract, in whole or in part, upon ten (10) days’ notice to the contractor with an opportunity to respond; and
2. Where in the reasonable opinion of the Director, a contractor continues to perform a contract poorly as demonstrated by e.g., formal complaints, late delivery, poor performance of service, short-shipping, so that the Director is required to use the complaints procedure in N.J.A.C. 17:12-4.2 et seq., and there has been a failure on the part of the contractor to make progress towards ameliorating the issue(s) or problem(s) set forth in the complaint, the Director may terminate the contract, in whole or in part, upon ten (10) days’ notice to the contractor with an opportunity to respond.
C. In cases of emergency the Director may shorten the time periods of notification and may dispense with an opportunity to respond; and D. In the event of termination under this section, the contractor shall be compensated for work performed in accordance with the contract, up to
the date of termination. Such compensation may be subject to adjustments.
5.8 SUBCONTRACTING The Contractor may not subcontract other than as identified in the contractor’s proposal without the prior written consent of the Director. Such
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consent, if granted in part, shall not relieve the contractor of any of his/her responsibilities under the contract, nor shall it create privity of contract between the State and any subcontractor. If the contractor uses a subcontractor to fulfill any of its obligations, the contractor shall be responsible for the subcontractor’s: (a) performance; (b) compliance with all of the terms and conditions of the contract; and (c) compliance with the requirements of all applicable laws. Nothing contained in any of the contract documents, shall be construed as creating any contractual relationship between any subcontractor and the State.
5.9 RESERVED
5.10 MERGERS, ACQUISITIONS AND ASSIGNMENTS
If, during the term of this contract, the contractor shall merge with or be acquired by another firm, the contractor shall give notice to the Director as soon as practicable and in no event longer than 30 days after said merger or acquisition. The contractor shall provide such documents as may be requested by the Director, which may include but need not be limited to the following: corporate resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original contract, terms, conditions and prices; updated information including ownership disclosure and Federal Employer Identification Number. The documents must be submitted within 30 days of the request. Failure to do so may result in termination of the contract for cause.
If, at any time during the term of the contract, the contractor's partnership, limited liability company, limited liability partnership, professional corporation, or corporation shall dissolve, the Director must be so notified. All responsible parties of the dissolved business entity must submit to the Director in writing, the names of the parties proposed to perform the contract, and the names of the parties to whom payment should be made. No payment shall be made until all parties to the dissolved business entity submit the required documents to the Director.
The contractor may not assign its responsibilities under the contract, in whole or in part, without the prior written consent of the Director.
5.11 PERFORMANCE GUARANTEE OF CONTRACTOR
The contractor hereby certifies that: A. The equipment offered is standard new equipment, and is the manufacturer's latest model in production, with parts regularly used for the type
of equipment offered; that such parts are all in production and not likely to be discontinued; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice;
B. All equipment supplied to the State and operated by electrical current is UL listed where applicable; C. All new machines are to be guaranteed as fully operational for the period stated in the contract from time of written acceptance by the State.
The contractor shall render prompt service without charge, regardless of geographic location; D. Sufficient quantities of parts necessary for proper service to equipment shall be maintained at distribution points and service headquarters; E. Trained mechanics are regularly employed to make necessary repairs to equipment in the territory from which the service request might
emanate within a 48-hour period or within the time accepted as industry practice; F. During the warranty period the contractor shall replace immediately any material which is rejected for failure to meet the requirements of the
contract; and G. All services rendered to the State shall be performed in strict and full accordance with the specifications stated in the contract. The contract
shall not be considered complete until final approval by the State's using agency is rendered.
5.12 DELIVERY REQUIREMENTS A. Deliveries shall be made at such time and in such quantities as ordered in strict accordance with conditions contained in the contract; B. The contractor shall be responsible for the delivery of material in first class condition to the State's using agency or the purchaser under this
contract and in accordance with good commercial practice; C. Items delivered must be strictly in accordance with the contract; and D. In the event delivery of goods or services is not made within the number of days stipulated or under the schedule defined in the contract, the
using agency shall be authorized to obtain the material or service from any available source, the difference in price, if any, to be paid by the contractor.
5.13 APPLICABLE LAW AND JURISDICTION
This contract and any and all litigation arising therefrom or related thereto shall be governed by the applicable laws, regulations and rules of evidence of the State of New Jersey without reference to conflict of laws principles and shall be filed in the appropriate Division of the New Jersey Superior Court.
5.14 CONTRACT AMENDMENT
Except as provided herein, the contract may only be amended by written agreement of the State and the contractor.
5.15 MAINTENANCE OF RECORDS AND AUDITS A. Pursuant to N.J.A.C. 17:44-2.2, the contractor shall maintain all documentation related to products, transactions or services under this contract
for a period of five (5) years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request.
B. The State may request, receive, review, and audit copies of any and all records and documents related to a State contract at any time. The Contractor shall make a good faith effort to cooperate with the request and upon receipt of the request, the Contractor shall promptly provide
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the requested records and documents free of charge in the time, place, and manner specified. Failure of the contractor to comply with the request or the audit may be used by the State to establish contract non-compliance, to take any action, or seek any remedy available under the contract, at law, or in equity.
5.16 ASSIGNMENT OF ANTITRUST CLAIM(S)
The contractor recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the ultimate purchaser. Therefore, and as consideration for executing this contract, the contractor, acting herein by and through its duly authorized agent, hereby conveys, sells, assigns, and transfers to the State of New Jersey, for itself and on behalf of its political subdivisions and public agencies, all right, title and interest to all claims and causes of action it may now or hereafter acquire under the antitrust laws of the United States or the State of New Jersey, relating to the particular goods and services purchased or acquired by the State of New Jersey or any of its political subdivisions or public agencies pursuant to this contract.
In connection with this assignment, the following are the express obligations of the contractor:
A. It shall take no action that will in any way diminish the value of the rights conveyed or assigned hereunder; B. It shall advise the Attorney General of New Jersey:
1. In advance of its intention to commence any action on its own behalf regarding any such claim or cause(s) of action; and 2. Immediately upon becoming aware of the fact that an action has been commenced on its behalf by some other person(s) of
the pendency of such action. C. It shall notify the defendants in any antitrust suit of the within assignment at the earliest practicable opportunity after the contractor has
initiated an action on its own behalf or becomes aware that such an action has been filed on its behalf by another person. A copy of such notice shall be sent to the Attorney General of New Jersey; and
D. It is understood and agreed that in the event any payment under any such claim or cause of action is made to the contractor, it shall promptly pay over to the State of New Jersey the allotted share thereof, if any, assigned to the State hereunder.
5.17 NEWS RELEASES
The Contractor is not permitted to issue news releases pertaining to any aspect of the services being provided under this Contract without the prior written consent of the Director.
5.18 ADVERTISING
The Contractor shall not use the State’s name, seal, or logos as a part of any commercial advertising without first obtaining the prior written consent of the New Jersey Secretary of State. The Contractor shall not use a Department or Using Agency’s name, seal, logos, images, or any data or results arising from this Contract as a part of any commercial advertising without first obtaining the prior written consent of the Department.
5.19 ORGAN DONATION
As required by N.J.S.A. 52:32-33.1, the State encourages the contractor to disseminate information relative to organ donation and to notify its employees, through information and materials or through an organ and tissue awareness program, of organ donation options. The information provided to employees should be prepared in collaboration with the organ procurement organizations designated pursuant to 42 U.S.C. 1320b-8 to serve in this State.
5.20 LICENSES AND PERMITS
The Contractor shall obtain and maintain in full force and effect all required licenses, permits, and authorizations necessary to perform this Contract. Notwithstanding the requirements of the Bid Solicitation, the Contractor shall supply the State Contract Manager with evidence of all such licenses, permits and authorizations. This evidence shall be submitted subsequent to this Contract award. All costs associated with any such licenses, permits, and authorizations must be considered by the Contractor in its Quote.
5.21 CLAIMS AND REMEDIES
A. All claims asserted against the State by the Contractor shall be subject to the New Jersey Tort Claims Act, N.J.S.A. 59:1-1, et seq., and/or the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1, et seq.
B. Nothing in this Contract shall be construed to be a waiver by the State of any warranty, expressed or implied, of any remedy at law or equity, except as specifically and expressly stated in a writing executed by the Director.
C. In the event that the Contractor fails to comply with any material Contract requirements, the Director may take steps to terminate this Contract in accordance with the SSTC, authorize the delivery of Contract items by any available means, with the difference between the price paid and the defaulting Contractor’s price either being deducted from any monies due the defaulting Contractor or being an obligation owed the State by the defaulting Contractor, as provided for in the State administrative code, or take any other action or seek any other remedies available at law or in equity.
5.22 ACCESSIBILITY COMPLIANCE
The Contractor acknowledges that the State may be required to comply with the accessibility standards of Section 508 of the Rehabilitation Act, 29 U.S.C. §794. The Contractor agrees that any information that it provides to the State in the form of a Voluntary Product Accessibility Template (VPAT) about the accessibility of the Software is accurate to a commercially reasonable standard and the Contractor agrees to provide the State with technical information available to support such VPAT documentation in the event that the State relied on any of Contractor’s VPAT information to comply with the accessibility standards of Section 508 of the Rehabilitation Act, 29 U.S.C. §794. In addition, Contractor shall defend any claims
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against the State that the Software does not meet the accessibility standards set forth in the VPAT provided by Provider in order to comply with the accessibility standards of Section 508 of the Rehabilitation Act, 29 U.S.C. §794 and will indemnify the State with regard to any claim made against the State with regard to any judgment or settlement resulting from those claims to the extent the Provider’s Software provided under this Contract was not accessible in the same manner as or to the degree set forth in the Contractor’s statements or information about accessibility as set forth in the then-current version of an applicable VPAT.
5.23 CONFIDENTIALITY
A. The obligations of the State under this provision are subject to the New Jersey Open Public Records Act (“OPRA”), N.J.S.A. 47:1A-1 et seq., the New Jersey common law right to know, and any other lawful document request or subpoena;
B. By virtue of this Contract, the parties may have access to information that is confidential to one another. The parties agree to disclose to each other only information that is required for the performance of their obligations under this Contract. Contractor’s Confidential Information, to the extent not expressly prohibited by law, shall consist of all information clearly identified as confidential at the time of disclosure Vendor Intellectual Property (“Contractor Confidential Information”). Notwithstanding the previous sentence, the terms and pricing of this Contract are subject to disclosure under OPRA, the common law right to know, and any other lawful document request or subpoena;
C. The State’s Confidential Information shall consist of all information or data contained in documents supplied by the State, any information or data gathered by the Contractor in fulfillment of the Contract and any analysis thereof (whether in fulfillment of the Contract or not);
D. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party, except that if the information is personally identifying to a person or entity regardless of whether it has become part of the public domain through other means, the other party must maintain full efforts under the Contract to keep it confidential; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party;
E. The State agrees to hold Contractor’s Confidential Information in confidence, using at least the same degree of care used to protect its own Confidential Information;
F. In the event that the State receives a request for Contractor Confidential Information related to this Contract pursuant to a court order, subpoena, or other operation of law, the State agrees, if permitted by law, to provide Contractor with as much notice, in writing, as is reasonably practicable and the State’s intended response to such order of law. Contractor shall take any action it deems appropriate to protect its documents and/or information;
G. In addition, in the event Contractor receives a request for State Confidential Information pursuant to a court order, subpoena, or other operation of law, Contractor shall, if permitted by law, provide the State with as much notice, in writing, as is reasonably practicable and Contractor’s intended response to such order of law. The State shall take any action it deems appropriate to protect its documents and/or information; and
H. Notwithstanding the requirements of nondisclosure described in this Section, either party may release the other party’s Confidential Information:
(i) if directed to do so by a court or arbitrator of competent jurisdiction; or (ii) pursuant to a lawfully issued subpoena or other lawful document request:
(a) in the case of the State, if the State determines the documents or information are subject to disclosure and Contractor does not exercise its rights as described in Section 5.23(F), or if Contractor is unsuccessful in defending its rights as described in Section 5.23(F); or
(b) in the case of Contractor, if Contractor determines the documents or information are subject to disclosure and the State does not exercise its rights described in Section 5.23(G), or if the State is unsuccessful in defending its rights as described in Section 5.23(G).
6.0 TERMS RELATING TO PRICE AND PAYMENT
6.1 PRICE FLUCTUATION DURING CONTRACT Unless otherwise agreed to in writing by the State, all prices quoted shall be firm through issuance of contract or purchase order and shall not be subject to increase during the period of the contract. In the event of a manufacturer's or contractor's price decrease during the contract period, the State shall receive the full benefit of such price reduction on any undelivered purchase order and on any subsequent order placed during the contract period. The Director must be notified, in writing, of any price reduction within five (5) days of the effective date. Failure to report price reductions may result in cancellation of contract for cause, pursuant to provision 5.7(b)1.
In an exceptional situation the State may consider a price adjustment. Requests for price adjustments must include justification and documentation.
6.2 TAX CHARGES
The State of New Jersey is exempt from State sales or use taxes and Federal excise taxes. Therefore, price quotations must not include such taxes. The State's Federal Excise Tax Exemption number is 22-75-0050K.
6.3 PAYMENT TO VENDORS
A. The using agency(ies) is (are) authorized to order and the contractor is authorized to ship only those items covered by the contract
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resulting from the RFP. If a review of orders placed by the using agency(ies) reveals that goods and/or services other than that covered by the contract have been ordered and delivered, such delivery shall be a violation of the terms of the contract and may be considered by the Director as a basis to terminate the contract and/or not award the contractor a subsequent contract. The Director may take such steps as are necessary to have the items returned by the agency, regardless of the time between the date of delivery and discovery of the violation. In such event, the contractor shall reimburse the State the full purchase price;
B. The contractor must submit invoices to the using agency with supporting documentation evidencing that work or goods for which payment is sought has been satisfactorily completed or delivered. For commodity contracts, the invoice, together with the Bill of Lading, and/or other documentation to confirm shipment and receipt of contracted goods must be received by the using agency prior to payment. For contracts featuring services, invoices must reference the tasks or subtasks detailed in the Scope of Work and must be in strict accordance with the firm, fixed prices submitted for each task or subtask. When applicable, invoices should reference the appropriate task or subtask or price line number from the contractor’s proposal. All invoices must be approved by the State Contract Manager or using agency before payment will be authorized;
C. In all time and materials contracts, the State Contract Manager or designee shall monitor and approve the hours of work and the work accomplished by contractor and shall document both the work and the approval. Payment shall not be made without such documentation. A form of timekeeping record that should be adapted as appropriate for the Scope of Work being performed can be found at www.nj.gov/treasury/purchase/forms/Vendor_Timesheet.xls; and
D. The contractor shall provide, on a monthly and cumulative basis, a breakdown in accordance with the budget submitted, of all monies paid to any small business, minority or woman-owned subcontractor(s). This breakdown shall be sent to the Office of Diversity and Inclusion.
E. The Contractor shall have sole responsibility for all payments due any Subcontractor
6.4 OPTIONAL PAYMENT METHOD: P-CARD The State offers contractors the opportunity to be paid through the MasterCard procurement card (p-card). A contractor’s acceptance and a State agency’s use of the p-card are optional. P-card transactions do not require the submission of a contractor invoice; purchasing transactions using the p-card will usually result in payment to a contractor in three (3) days. A contractor should take note that there will be a transaction-processing fee for each p-card transaction. To participate, a contractor must be capable of accepting the MasterCard. Additional information can be obtained from banks or merchant service companies.
6.5 NEW JERSEY PROMPT PAYMENT ACT
The New Jersey Prompt Payment Act, N.J.S.A. 52:32-32 et seq., requires state agencies to pay for goods and services within 60 days of the agency's receipt of a properly executed State Payment Voucher or within 60 days of receipt and acceptance of goods and services, whichever is later. Properly executed performance security, when required, must be received by the State prior to processing any payments for goods and services accepted by state agencies. Interest will be paid on delinquent accounts at a rate established by the State Treasurer. Interest shall not be paid until it exceeds $5.00 per properly executed invoice. Cash discounts and other payment terms included as part of the original agreement are not affected by the Prompt Payment Act.
6.6 AVAILABILITY OF FUNDS
The State’s obligation to make payment under this contract is contingent upon the availability of appropriated funds and receipt of revenues from which payment for contract purposes can be made. No legal liability on the part of the State for payment of any money shall arise unless and until funds are appropriated each fiscal year to the using agency by the State Legislature and made available through receipt of revenue.
7.0 TERMS RELATING TO ALL CONTRACTS FUNDED, IN WHOLE OR IN PART, BY FEDERAL FUNDS
The provisions set forth in this Section of the Standard Terms and Conditions apply to all contracts funded, in whole or in part, by Federal funds as required by 2 CFR 200.317.
7.1 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA
FIRMS. Pursuant to 2 CFR 200.321, the State must take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. Accordingly, if subawards are to be made the Contractor shall:
(1) Include qualified small and minority businesses and women’s business enterprises on solicitation lists; (2) Assure that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources; (3) Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and
minority businesses, and women’s business enterprises; (4) Establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and
women’s business enterprises; and, (5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business
Development Agency of the Department of Commerce.
7.2 DOMESTIC PREFERENCE FOR PROCUREMENTS Pursuant to 2 CFR 200.322, where appropriate, the State has a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). If subawards are to be made the Contractor shall include a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United
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http://www.nj.gov/treasury/purchase/forms/Vendor_Timesheet.xls
States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). For purposes of this section: (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage
through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of nonferrous metals such as aluminum;
plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
7.3 PROCUREMENT OF RECOVERED MATERIALS
Where applicable, in the performance of contract, pursuant to 2 CFR 200.323, the contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $ 10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
To the extent that the scope of work or specifications in the contract requires the contractor to provide recovered materials the scope of work or specifications are modified to require that as follows.
i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired—
1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements; or 3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
7.4 EQUAL EMPLOYMENT OPPORTUNITY Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." See, 2 CFR Part 200, Appendix II, para. C.
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
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regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
7.5 DAVIS-BACON ACT, 40 U.S.C. 3141-3148, AS AMENDED
When required by Federal program legislation, all prime construction contracts in excess of $ 2,000 shall be done in compliance with the Davis- Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, contractors are required to pay wages not less than once a week.
7.6 COPELAND ANTI-KICK-BACK ACT
Where applicable, the Contractor must comply with Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").
a. Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the OGS centralized contract.
b. Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
c. Breach. A breach of the clauses above may be grounds for termination of the OGS centralized contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12.
7.7 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT, 40 U.S.C. 3701-3708
Where applicable, all contracts awarded by the non-Federal entity in excess of $ 100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
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(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The unauthorized user shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.
7.8 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT
If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.
7.9 CLEAN AIR ACT, 42 U.S.C. 7401-7671Q, AND THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. 1251-1387, AS AMENDED
Where applicable, Contract and subgrants of amounts in excess of $150,000, must comply with the following:
Clean Air Act 7.9.1.1 The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended,
42 U.S.C. § 7401 et seq. 7.9.1.2 The contractor agrees to report each violation to the Division of Purchase and Property and understands and agrees that the Division
of Purchase and Property will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
7.9.1.3 The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
2. The contractor agrees to report each violation to the Division of Purchase and Property and understands and agrees that the Division of Purchase and Property will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
7.10 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689)
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the State or authorized user. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State or authorized user, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.
7.11 BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. 1352
Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee
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of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
7.12 PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT
(a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other
national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense,
in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
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EXHIBIT A - GOODS, GENERAL SERVICE AND PROFESSIONAL SERVICES CONTRACTS
MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127)
N.J.A.C. 17:27 et seq.
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such equal employment opportunity shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex.
The contractor or subcontractor will send to each labor union, with which it has a collective bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union of the contractor's commitments under this chapter and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5- 31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act.
The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. 17:27-5.2.
The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.
The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions.
In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.
The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents:
• Letter of Federal Affirmative Action Plan Approval; • Certificate of Employee Information Report; or • Employee Information Report Form AA302 (electronically provided by the Division and distributed to the public agency through the
Division’s website at http://www.state.nj.us/treasury/contract_compliance).
The contractor and its subcontractors shall furnish such reports or other documents to the Division of Purchase an Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Purchase an Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1 et seq.
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http://www.state.nj.us/treasury/contract_compliance
EXHIBIT B - CONSTRUCTION CONTRACTS
MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127) N.J.S.A. 10:5-39 et seq. (P.L. 1983, c. 197)
N.J.A.C. 17:27-1.1 et seq.
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such equal employment opportunity shall include, but not be limited to the following: employment, up grading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex.
N.J.S.A. 10:5-39 et seq. requires contractors, subcontractors, and permitted assignees performing construction, alteration, or repair of any building or public work in excess of $250,000 to guarantee equal employment opportunity to veterans.
The contractor or subcontractor will send to each labor union, with which it has a collective bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer, pursuant to N.J.S.A. 10:5- 31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act.
When hiring or scheduling workers in each construction trade, the contractor or subcontractor agrees to make good faith efforts to employ minority and women workers in each construction trade consistent with the targeted employment goal prescribed by N.J.A.C. 17:27-7.2; provided, however, that the Dept. of LWD, Construction EEO Monitoring Program may, in its discretion, exempt a contractor or subcontractor from compliance with the good faith procedures prescribed by the following provisions, A, B and C, as long as the Dept. of LWD, Construction EEO Monitoring Program is satisfied that the contractor or subcontractor is employing workers provided by a union which provides evidence, in accordance with standards prescribed by the Dept. of LWD, Construction EEO Monitoring Program, that its percentage of active "card carrying" members who are minority and women workers is equal to or greater than the targeted employment goal established in accordance with N.J.A.C. 17:27-7.2. The contractor or subcontractor agrees that a good faith effort shall include compliance with the following procedures:
(A) If the contractor or subcontractor has a referral agreement or arrangement with a union for a construction trade, the contractor or
subcontractor shall, within three business days of the contract award, seek assurances from the union that it will cooperate with the contractor or subcontractor as it fulfills its affirmative action obligations under this contract and in accordance with the rules promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et. seq., as supplemented and amended from time to time and the Americans with Disabilities Act. If the contractor or subcontractor is unable to obtain said assurances from the construction trade union at least five business days prior to the commencement of construction work, the contractor or subcontractor agrees to afford equal employment opportunities minority and women workers directly, consistent with this chapter. If the contractor's or subcontractor's prior experience with a construction trade union, regardless of whether the union has provided said assurances, indicates a significant possibility that the trade union will not refer sufficient minority and women workers consistent with affording equal employment opportunities as specified in this chapter, the contractor or subcontractor agrees to be prepared to provide such opportunities to minority and women workers directly, consistent with this chapter, by complying with the hiring or scheduling procedures prescribed under (B) below; and the contractor or subcontractor further agrees to take said action immediately if it determines that the union is not referring minority and women workers consistent with the equal employment opportunity goals set forth in this chapter.
(B) If good faith efforts to meet targeted employment goals have not or cannot be met for each construction trade by adhering to the
procedures of (A) above, or if the contractor does not have a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor agrees to take the following actions: (1) To notify the public agency compliance officer, the Dept. of LWD, Construction EEO Monitoring Program, and minority and women
referral organizations listed by the Division pursuant to N.J.A.C. 17:27-5.3, of its workforce needs, and request referral of minority and women workers;
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(2) To notify any minority and women workers who have been listed with it as awaiting available vacancies; (3) Prior to commencement of work, to request that the local construction trade union refer minority and women workers to fill job
openings, provided the contractor or subcontractor has a referral agreement or arrangement with a union for the construction trade; (4) To leave standing requests for additional referral to minority and women workers with the local construction trade union, provided
the contractor or subcontractor has a referral agreement or arrangement with a union for the construction trade, the State Training and Employment Service and other approved referral sources in the area;
(5) If it is necessary to lay off some of the workers in a given trade on the construction site, layoffs shall be conducted in compliance with the equal employment opportunity and non- discrimination standards set forth in this regulation, as well as with applicable Federal and State court decisions;
(6) To adhere to the following procedure when minority and women workers apply or are referred to the contractor or subcontractor: (i) The contactor or subcontractor shall interview the referred minority or women worker. (ii) If said individuals have never previously received any document or certification signifying a level of qualification lower
than that required in order to perform the work of the construction trade, the contractor or subcontractor shall in good faith determine the qualifications of such individuals. The contractor or subcontractor shall hire or schedule those individuals who satisfy appropriate qualification standards in conformity with the equal employment opportunity and non- discrimination principles set forth in this chapter. However, a contractor or subcontractor shall determine that the individual at least possesses the requisite skills, and experience recognized by a union, apprentice program or a referral agency, provided the referral agency is acceptable to the Dept. of LWD, Construction EEO Monitoring Program. If necessary, the contractor or subcontractor shall hire or schedule minority and women workers who qualify as trainees pursuant to these rules. All of the requirements, however, are limited by the provisions of (C) below.
(iii) The name of any interested women or minority individual shall be maintained on a waiting list, and shall be considered for employment as described in (i) above, whenever vacancies occur. At the request of the Dept. of LWD, Construction EEO Monitoring Program, the contractor or subcontractor shall provide evidence of its good faith efforts to employ women and minorities from the list to fill vacancies.
(iv) If, for any reason, said contractor or subcontractor determines that a minority individual or a woman is not qualified or if the individual qualifies as an advanced trainee or apprentice, the contractor or subcontractor shall inform the individual in writing of the reasons for the determination, maintain a copy of the determination in its files, and send a copy to the public agency compliance officer and to the Dept. of LWD, Construction EEO Monitoring Program.
(7) To keep a complete and accurate record of all requests made for the referral of workers in any trade covered by the contract, on forms made available by the Dept. of LWD, Construction EEO Monitoring Program and submitted promptly to the Dept. of LWD, Construction EEO Monitoring Program upon request.
(C) The contractor or subcontractor agrees that nothing contained in (B) above shall preclude the contractor or subcontractor from complying
with the union hiring hall or apprenticeship policies in any applicable collective bargaining agreement or union hiring hall arrangement, and, where required by custom or agreement, it shall send journeymen and trainees to the union for referral, or to the apprenticeship program for admission, pursuant to such agreement or arrangement. However, where the practices of a union or apprenticeship program will result in the exclusion of minorities and women or the failure to refer minorities and women consistent with the targeted county employment goal, the contractor or subcontractor shall consider for employment persons referred pursuant to (B) above without regard to such agreement or arrangement; provided further, however, that the contractor or subcontractor shall not be required to employ women and minority advanced trainees and trainees in numbers which result in the employment of advanced trainees and trainees as a percentage of the total workforce for the construction trade, which percentage significantly exceeds the apprentice to journey worker ratio specified in the applicable collective bargaining agreement, or in the absence of a collective bargaining agreement, exceeds the ratio established by practice in the area for said construction trade. Also, the contractor or subcontractor agrees that, in implementing the procedures of (B) above, it shall, where applicable, employ minority and women workers residing within the geographical jurisdiction of the union.
After notification of award, but prior to signing a construction contract, the contractor shall submit to the public agency compliance officer and the Dept. of LWD, Construction EEO Monitoring Program an initial project workforce report (Form AA-201) electronically provided to the public agency by the Dept. of LWD, Construction EEO Monitoring Program, through its website, for distribution to and completion by the contractor, in accordance with N.J.A.C. 17:27-7.
The contractor also agrees to submit a copy of the Monthly Project Workforce Report once a month thereafter for the duration of this contract to the Dept. of LWD, Construction EEO Monitoring Program and to the public agency compliance officer.
The contractor agrees to cooperate with the public agency in the payment of budgeted funds, as is necessary, for on the job and/or off the job programs for outreach and training of minorities and women.
(D) The contractor and its subcontractors shall furnish such reports or other documents to the Dept. of LWD, Construction EEO Monitoring
Program as may be requested by the Dept. of LWD, Construction EEO Monitoring Program from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Dept. of LWD, Construction EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1.1 et seq.
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EXHIBIT C - EXECUTIVE ORDER NO. 151 REQUIREMENTS
It is the policy of the Division of Purchase and Property that its contracts should create a workforce that reflects the diversity of the State of New Jersey. Therefore, contractors engaged by the Division of Purchase and Property to perform under a construction contract shall put forth a good faith effort to engage in recruitment and employment practices that further the goal of fostering equal opportunities to minorities and women.
The contractor must demonstrate to the Division of Purchase and Property’s satisfaction that a good faith effort was made to ensure that minorities and women have been afforded equal opportunity to gain employment under the Division of Purchase and Property’s contract with the contractor. Payment may be withheld from a contractor’s contract for failure to comply with these provisions.
Evidence of a “good faith effort” includes, but is not limited to:
1. The Contractor shall recruit prospective employees through the State Job bank website, managed by the
Department of Labor and Workforce Development, available online at https://newjersey.usnlx.com/; 2. The Contractor shall keep specific records of its efforts, including records of all individuals interviewed
and hired, including the specific numbers of minorities and women; 3. The Contractor shall actively solicit and shall provide the Division of Purchase and Property with proof of
solicitations for employment, including but not limited to advertisements in general circulation media, professional service publications and electronic media; and
4. The Contractor shall provide evidence of efforts described at 2 above to the Division of Purchase and Property no less frequently than once every 12 months.
5. The Contractor shall comply with the requirements set forth at N.J.A.C. 17:27.
This language is in addition to and does not replace good faith efforts requirements for construction contracts required by N.J.A.C. 17:27-3.6, 3.7 and 3.8, also known as Exhibit B.
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https://newjersey.usnlx.com/
State of New Jersey Standard Terms and Conditions (Revised June 21, 2023)
I HEREBY ACCEPT THE TERMS AND CONDITIONS OF THIS CONTRACT
Signature Date
Print Name and Title
Print Name of Contractor
Fernanda Cazares Contracts Specialist
3/15/2024
HP Inc.
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EXHIBIT B
The Master Agreement, including its attachments and exhibits
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NASPO ValuePoint Master Agreement No.: 23011
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and HP Inc., whose designated business address is 1501 Page Mill Road, Palo Alto, CA 94304-1126 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals
1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);
2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and
3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and
4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.
Accordingly, the Parties agree as follows:
Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.
Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.
If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
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Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.
Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.
Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.
Awarded Band(s) The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):
Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems
Configuration Dollar Limits The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).
ITEM CONFIGURATION Band One $15,000 Band Two $15,000 Band Three $1,000,000 Peripherals $10,000 Services Addressed in the Participating Addendum
Restrictions The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.
Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.
Any software purchased must be related to the procurement of equipment.
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Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under this Paragraph 5.a.
Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
General Services
Services must be related to the procurement of equipment.
Service limits will be addressed by each State.
Wireless phone and internet service is not allowed.
Managed Print Services are not allowed.
Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.
Any Cloud Service purchased must be related to the procurement of equipment.
Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.
Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.
Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.
Lease/Rentals of equipment may be allowed and will be addressed by each State.
Cellular Phone Equipment is not allowed.
EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.
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Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.
Elizabeth Randa, Acquisition Management Specialist Department of Administration Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 E-mail: elizabeth.randa@state.mn.us Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Debra Lee, Public Sector Contract Management Director.
Debra Lee, Public Sector Contract Management Director HP Inc. 10300 Energy Drive Spring, Texas 77389 Email: Debra.lee@hp.com Phone: 847.537.0344
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.
Notices If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.
Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:
Exhibit A: NASPO ValuePoint Terms and Conditions Exhibit B: Minnesota Terms and Conditions Exhibit C: Requirement Exhibit D: Price Schedule
Survival of Terms: The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.
Entire Agreement This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
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mailto:andy.doran@state.mn.us mailto:Debra.lee@hp.com
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1. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.
2. State Agency With delegated authority
Print name: Print name:
Signature: Signature:
Title: Date: Title: Date:
3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:
Signature:
Title: Date:
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6/13/2023Contract Specialist
Deborah Kaiser
Acquisition Management Specialist 6/14/2023
Elizabeth M. Randa
Andy Doran
6/14/2023IT Acquisitions Supervisor
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions
Conflict of Terms/Order of Precedence.
Any order placed under this Master Agreement shall consist of the following documents:
A Participating Entity’s Participating Addendum (“PA”);
Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;
A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.
Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.
A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.
Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.
Definitions.
Acceptance. See Master Agreement Paragraph 19 of Exhibit A (Inspection and Acceptance), regarding Acceptance and Acceptance Testing.
Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.
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_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.
Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.
Components are the parts that make up a computer configuration.
Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.
Configuration means the combination of hardware and software components that make up the total functioning system.
Customer (see Purchasing Entity).
Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.
Embedded Software means one or more software applications which permanently reside on a computing device.
Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.
EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.
FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.
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Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.
Lead State means the State centrally administering any resulting Master Agreement(s).
Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.
Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.
Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.
Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.
NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.
Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.
Order or Purchase Order means any accepted purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products, including any supporting material which the parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of work (“SOW”), published warranties and service level agreements, and may be available to Purchasing Entity in hard copy or by accessing a designated Contractor website. Supporting Material shall be made available to Purchasing Entities for review prior to issuance of an Order and shall meet or exceed the terms and warranties set forth in this Master Agreement.
Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
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Participating Entity means a state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
Participating State means a state that has executed a Participating Addendum.
Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.
Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.
Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.
Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.
Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.
Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre- implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.
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EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.
Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.
Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract
Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.
Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.
Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.
Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.
Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.
Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.
Term of the Master Agreement.
The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.
The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as
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required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.
Participants and Scope.
Canadian Participation. Intentionally deleted.
Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.
NASPO and NASPO ValuePoint are not parties to the Master Agreement.
Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.
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Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
Individual Customers. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
Independent Contractor. The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
Contracting Personnel. Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.
Changes in Contractor Representation. The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
Contractor Verification. The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.
Contractor Performance Meeting. An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.
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Laws and Regulations. Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement. Products and services provided under these terms are for Participating Entity’s internal or governmental use and not for further commercialization.
Price and Rate Guarantee Period. All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.
Premium Savings Package Program. The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.
Services. Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.
Ordering.
Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.
Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
All Orders pursuant to this Master Agreement, at a minimum, shall include:
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The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative;
The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered;
The Master Agreement identifier; and
Statement of Work, when applicable.
All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
Trade-In. Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State. Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.
Shipping and Delivery.
The prices are the delivered price to any Purchasing Entity for standard 3-5 business days transportation for shipping with commercially reasonable efforts to deliver within 30 business days, except for situations out of Contractor’s control. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre- paid, with all standard transportation and handling charges paid by the Contractor. Risk of loss or damage for Products shall remain with the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Final inspection and acceptance shall be in accordance with section 19.c., Product Acceptance. Any order for less than the
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specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.
All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and contract number or other information sufficient for the Purchasing Entity to properly identify the shipment if outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for Inspection and Acceptance, this section governs.
Facilities Inspection. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. The parties agree that Lead State or other Participating or Purchasing Entity will not be permitted access to any areas involved in research and development or that contain confidential, proprietary or trade secret documents/information prior to agreement of confidentiality terms and conditions. Inspections shall be performed at Lead State’s or other Participating or Purchasing Entity’s cost during normal business hours in a manner to minimize disruption to Contractor’s business. The parties shall agree to appropriate confidentiality terms and conditions before access to premises is given, and Lead State or other Participating or Purchasing Entity shall promptly provide Contractor with a copy of the results of the inspection, which will be deemed Contractor’s Confidential Information.
Product Acceptance. Upon delivery, the Purchasing Entity shall have 30 calendar days to inspect to determine if the Products meet Contractor’s specifications (“Specifications”). Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use.
The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. The warranty period shall begin upon delivery to the Purchasing Entity.
Services Acceptance. Services are performed using generally recognized commercial practices and standards. If any services do not conform to contract requirements, the Purchasing Entity agrees to provide prompt notice, and Contractor will perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements, may cancel or modify the Order to remove the nonconforming services, and shall be refunded any amounts paid for the nonconforming services.
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Acceptance Testing. Acceptance Testing means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and/or required for the purchase. Acceptance testing terms will be mutually agreed, in writing and included in an Order or Statement of Work. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.
Title of Product. Title for hardware Products will pass upon delivery to Purchasing Entity or its designee, free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:
To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.
Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.
Ownership. No transfer of ownership of any intellectual property will occur under this Agreement or any Participating Addenda. Purchasing Entity grants Contractor a non-exclusive, worldwide, royalty free right and license to any intellectual property that is necessary for Contractor and its designees to perform the ordered services. If deliverables (excluding Products and Services) are created by Contractor specifically for Purchasing Entity and identified as such in Supporting Material, Contractor hereby grants Purchasing Entity a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the Deliverables internally. The Contractor shall be responsible for ensuring that the license is consistent with any third-party rights in the Pre- existing Intellectual Property.
Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
Warranty.
All Contractor-branded Products are covered by Contractor’s limited warranty statements that are provided with the Products or otherwise made available. Hardware Product warranties begin on the date of delivery or if applicable, upon completion of Contractor installation, or (where Purchasing Entity delays Contractor installation) at the latest 30 days from the date of delivery.
For third-party Products sold by Contractor that are not Contractor-branded, the Contractor sells the third-party Products “AS IS” with the manufacturer’s or publisher’s standard warranty, software license, support, and maintenance terms. The Contractor will provide warranty, support, and maintenance call numbers and assist the Purchasing Entity to engage the manufacturer or publisher for warranty, support, and maintenance issues.
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When Contractor receives a valid warranty claim for an Contractor-branded hardware or software Product, Contractor will either repair the relevant defect or replace the Product. If Contractor is unable to complete the repair or replace the product within a reasonable time, Participating Entity will be entitled to a full refund upon the prompt return of the product to Contractor (if hardware) or upon written confirmation by Participating Entity that the relevant software Product has been destroyed or permanently disabled. Contractor will pay for shipment of repaired or replaced products to Purchasing Entity and shipment of items returned to Contractor under this section.
Services with Deliverables. If Supporting Material for services defines specific deliverables (non-products or services), Contractor warrants those deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies Contractor of such a non-conformity during the 30-day period, Contractor will promptly remedy the impacted deliverables or refund to Customer the fees paid for those deliverables and Customer will return those deliverables to Contractor.
Eligibility. Contractor’s service, support and warranty commitments do not cover claims resulting from:
improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material;
Modifications or improper system maintenance or calibration not performed by Contractor or authorized by Contractor;
failure or functional limitations of any non-Contractor software or product impacting systems receiving Contractor support or service;
malware (e.g. virus, worm, etc.) not introduced by Contractor; or
abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Participating Entity, or other causes beyond Contractor’s control.
f. This Agreement states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties. Nothing in this section shall modify Contractor’s obligations regarding, or liability for, intellectual property infringement.
System Failure or Damage. In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
Payment. Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
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Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.
Leasing or Alternative Financing Methods. Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.
Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
Self Audit. The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted. For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.
Insurance.
Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;
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Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
Administrative Fees.
The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.
The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity, including Orders invoiced to Participating Entity (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without
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amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.
Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.
Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.
e. Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.
Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.
Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.
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Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.
Right to Publish. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
Records Administration and Audit.
The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
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Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order.
Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement.
Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit.
Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.
“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that alleges that a Contractor-branded Product or Service as supplied under this Agreement infringes upon the intellectual property rights of a third party. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees.
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If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue, modify the Product or Service, or replace the allegedly infringing Product with one that is at least functionally equivalent to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.
Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Unauthorized use of the Product, Service, deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.
This Paragraph 34.b of Exhibit A shall also apply to deliverables (excluding Products and Services) identified as such in the relevant Supporting Material except that Contractor is not responsible for claims resulting from deliverables content or design provided by Purchasing Entity.
Limitations of Liability
The Parties agree that neither Contractor nor the Indemnified Party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special costs or damages.
Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) ten million dollars and no cents ($10,000,000.00). Subsections (i) and (ii) are limited to direct damages as a result of a claim arising under this Agreement. This limit on liability does not limit either party’s liability for claims for bodily injury or death caused by its negligence, acts of fraud, willful repudiation of the Agreement, nor any liability which may not be excluded or limited by applicable law.
Reserved.
Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
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Governing Law and Venue.
The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
Confidentiality, Non-Disclosure, and Injunctive Relief.
Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information.
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Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.
Personal Information. Each party shall comply with their respective obligations under applicable data protection legislation. Contractor does not intend to receive, maintain, process, transmit, or have access to personally identifiable information (“PII”) of Purchasing Entity in providing Services.
Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
Cancellation. Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.
Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war, as well as restrictions imposed by a public health agency which unforeseeably and substantially inhibit Contractor’s ability to deliver Product or other deliverables under this Master Agreement, which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
Defaults and Remedies.
The occurrence of any of the following events shall be an event of default under this Master Agreement:
Nonperformance of contractual requirements; or
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A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or
Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.
Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and
Impose liquidated damages as provided in this Master Agreement; and
Suspend Contractor from being able to respond to future bid solicitations; and
Suspend Contractor’s performance.
Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. In addition, Purchasing Entity may withhold payment for any Order affected by Contractor’s default until the default is remedied.
Contractor may terminate this Agreement, on written notice if the Lead State fails to meet any material obligation and fails to remedy the breach within 30 calendar days of Contractor providing written notice of the default that identifies the nature of the default. Contractor may terminate a Participating Addendum, on written notice if the Participating Entity fails to meet any material obligation and fails to remedy the breach within 30 calendar days of Contractor providing written notice of the default that identifies the nature of the default. If the Lead State becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or
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receivership or asset assignment, Contractor may terminate this Agreement any unfulfilled obligations under this Agreement. If the Participating Entity becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, Contractor may terminate that Participating Entity’s Participating Addendum and cancel any unfulfilled obligations under that Participating Addendum.
Contractor may suspend or cancel performance of open Orders or Services if Purchasing Entity fails to pay any undisputed payment when due.
Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
Notices. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:
Lead State:
Elizabeth Randa, Acquisition Management Specialist 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 elizabeth.randa@state.mn.us
Contractor:
Chief Legal Officer 1501 Page Mill Road Palo Alto, CA 94304-1126 With a Copy To: Debra Lee, Public Sector Contract Management Director 10300 Energy Drive Spring, Texas 77389 debra.lee@hp.com
No Waiver of Sovereign Immunity. In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
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mailto:andy.doran@state.mn.us mailto:debra.lee@hp.com
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This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
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Exhibit B: Minnesota Terms and Conditions
Change Requests. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.
Maintaining the PSS.
In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.
Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS.
b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs and post links on their dedicated NASPO ValuePoint website for the historical records.
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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders. There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.
Risk of Loss or Damage. The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any), which are in scope for Contractor’s PCI Compliance Reporting to its Acquiring Banks, comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.
Foreign Outsourcing of Work. Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when
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such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.
Human Rights/Affirmative Action. The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.
Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552 5000.3559.
Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.
(e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.
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Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
Equal Pay Certification. If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.
Reserved.
Nonvisual Access Standards. Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:
That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;
That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards. Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.
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https://mn.gov/mnit/government/policies/accessibility/
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When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals. Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances. To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity. The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.
Organizational Conflicts of Interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State;
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http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
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the Contractor’s objectivity in performing the work is or might be otherwise impaired; or
the Contractor has an unfair competitive advantage.
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 Lead State’s Department of Administration’s Office of State Procurement 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 Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred,
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suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices. The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of 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 the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
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Survivability. Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees. Purchase Orders, software licenses, warranties, Statements of Work, and service agreements that were entered into under the terms and conditions of the Agreement shall survive the expiration, cancellation, or termination of this Agreement.
Severability. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
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Exhibit C: Requirements
Contractor Verification. Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance. Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
Website. Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education)
• Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5.
• Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.
Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product)
• List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
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Environmental Certifications. Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
EPEAT Registration. Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Third-Party Products. Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Partner Utilization. If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners. Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3). Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US states
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are not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same. Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
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Exhibit D: Pricing Schedule
Exhibit D will include the pricing schedule, as negotiated by the parties.
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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028) CONTROL SET
Master Agreement: 23011 Contractor Name: HP Inc.
Awarded Bands: x Band 1: Personal Computing Devices (Windows) x Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0% 1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 1 1B-2 Desktops Mid-Range 23.0% 1 1B-3 Desktops High-End 23.0% 1 1B-4 Retail Solutions 18.0% 1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
1 1B-7 Desktop Options and Accessories 21.0% 1 1B-8 Entry / Value Workstations 24.0% 1 1B-9 Mid-Range Workstations 24.0% 1 1B-10 High-End Workstations 26.0% 1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
1 1B-13 Workstation Options and Accessories 24.0% 1 1B-14 Thin Clients 18.0% 1 1B-15 Thin Client Options and Accessories 18.0% 1 1B-16 Chromebook 1.0% 1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 1 1B-18 Entry Level Tablets 20.0% 1 1B-19 Ultra-light & Tablet PCs 23.0% 1 1B-20 Mid-Range Tablets 21.0% 1 1B-21 Entry-Level Notebooks 17.0% 1 1B-22 Value Notebooks 13.0% 1 1B-23 Mid-Range Notebooks, ProBook Series 21.0% 1 1B-24 Notebook High-End and workstation mobility 24.0% 1 1B-25 Notebook & Tablet PC CTO Modules 21.0% 1 1B-26 Notebook & Tablet Options and Accessories 21.0% 1 1B-27 Notebook Accessories - Education Software 30.0% 1 1B-28 All HP Smart Buys/Promotions/Specials 1.0% 1 1B-29 Peripherals All HP Commercial Monitors 20.0% 1 1B-30 Peripherals Monitor Options and Accessories 20.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule
Band Category
Code Category Description
Discount off Baseline List
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
1 1B-32 Peripherals All HP Scanners 28.0% 1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 1 1B-34 Peripheral LaserJet cartridges 25.0% 1 1B-35 Peripherals InkJet cartridges 20.0% 1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0% 1 1B-37 Peripherals Access Control for Print 28.0% 1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 1 1T Band 1 - Third Party Product Minimum Discount 5.0% 1 1T-1 APC 15.0% 1 1T-2 All Third Party Hardware 10.0% 1 1T-3 All Third Party Software 5.0% 2 2B Band 2 - Minimum Discount 13.0% 2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 2 2B-2 Desktops Mid-Range 23.0% 2 2B-3 Desktops High-End 23.0% 2 2B-4 Retail Solutions 18.0% 2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
2 2B-7 Desktop Options and Accessories 21.0% 2 2B-8 Entry / Value Workstations 24.0% 2 2B-9 Mid-Range Workstations 24.0% 2 2B-10 High-End Workstations 26.0% 2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
2 2B-13 Workstation Options and Accessories 24.0% 2 2B-14 Thin Clients 18.0% 2 2B-15 Thin Client Options and Accessories 18.0% 2 2B-16 Chromebook 1.0% 2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 2 2B-18 Entry Level Tablets 20.0% 2 2B-19 Ultra-light & Tablet PCs 23.0% 2 2B-20 Mid-Range Tablets 21.0% 2 2B-21 Entry-Level Notebooks 17.0% 2 2B-22 Value Notebooks 13.0% 2 2B-23 Mid-Range Notebooks, ProBook Series 21.0% 2 2B-24 Notebook High-End and workstation mobility 24.0% 2 2B-25 Notebook & Tablet PC CTO Modules 21.0% 2 2B-26 Notebook & Tablet Options and Accessories 21.0% 2 2B-27 Notebook Accessories - Education Software 30.0% 2 2B-28 All HP Smart Buys/Promotions/Specials 1.0% 2 2B-29 Peripherals All HP Commercial Monitors 20.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule
Band Category
Code Category Description
Discount off Baseline List
2 2B-30 Peripherals Monitor Options and Accessories 20.0%
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
2 2B-32 Peripherals All HP Scanners 28.0% 2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 2 2B-34 Peripheral LaserJet cartridges 25.0% 2 2B-35 Peripherals InkJet cartridges 20.0% 2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0% 2 2B-37 Peripherals Access Control for Print 28.0% 2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 2 2T Band 2 - Third Party Product Minimum Discount 5.0% 2 2T-1 APC 15.0% 2 2T-2 All Third Party Hardware 10.0% 2 2T-3 All Third Party Software 5.0%
S Custom Services 10.0% S HP Care Pack Services 24.0% S HP Care Pack Services Smart Buys (promotions/specials) 1.0% S Prebuilt standard HP Image Load & Consulting 10.0% S HP standard Asset Tags 10.0% S Value Added Logistics 10.0% S Onsite Deployment/Installation 10.0% S HP Proactive Management Solutions 10.0% S HP Proactive Security Solutions 10.0% S HP Device Recovery Services 10.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23011 Contractor Name: HP Inc. Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website
Band 1: Personal Computer Equipment (Windows OS)
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0% 1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 1 1B-2 Desktops Mid-Range 23.0% 1 1B-3 Desktops High-End 23.0% 1 1B-4 Retail Solutions 18.0% 1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part number 18.0%
1 1B-7 Desktop Options and Accessories 21.0% 1 1B-8 Entry / Value Workstations 24.0% 1 1B-9 Mid-Range Workstations 24.0% 1 1B-10 High-End Workstations 26.0% 1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part number 24.0%
1 1B-13 Workstation Options and Accessories 24.0% 1 1B-14 Thin Clients 18.0% 1 1B-15 Thin Client Options and Accessories 18.0% 1 1B-16 Chromebook 1.0% 1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 1 1B-18 Entry Level Tablets 20.0% 1 1B-19 Ultra-light & Tablet PCs 23.0% 1 1B-20 Mid-Range Tablets 21.0% 1 1B-21 Entry-Level Notebooks 17.0% 1 1B-22 Value Notebooks 13.0% 1 1B-23 Mid-Range Notebooks, ProBook Series 21.0% 1 1B-24 Notebook High-End and workstation mobility 24.0% 1 1B-25 Notebook & Tablet PC CTO Modules 21.0% 1 1B-26 Notebook & Tablet Options and Accessories 21.0% 1 1B-27 Notebook Accessories - Education Software 30.0% 1 1B-28 All HP Smart Buys/Promotions/Specials 1.0% 1 1B-29 Peripherals All HP Commercial Monitors 20.0% 1 1B-30 Peripherals Monitor Options and Accessories 20.0%
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%
1 1B-32 Peripherals All HP Scanners 28.0% 1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 1 1B-34 Peripheral LaserJet cartridges 25.0% 1 1B-35 Peripherals InkJet cartridges 20.0% 1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0% 1 1B-37 Peripherals Access Control for Print 28.0% 1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 1 1T Band 1 - Third Party Product Minimum Discount 5.0% 1 1T-1 APC 15.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Discount Structure
Band Category
Code Category Description
Discount off Baseline List
1 1T-2 All Third Party Hardware 10.0% 1 1T-3 All Third Party Software 5.0%
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category
Code Category Description
Discount off Baseline List
2 2B Band 2 - Minimum Discount 13.0% 2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0% 2 2B-2 Desktops Mid-Range 23.0% 2 2B-3 Desktops High-End 23.0% 2 2B-4 Retail Solutions 18.0% 2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part number 18.0%
2 2B-7 Desktop Options and Accessories 21.0% 2 2B-8 Entry / Value Workstations 24.0% 2 2B-9 Mid-Range Workstations 24.0% 2 2B-10 High-End Workstations 26.0% 2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part number 24.0%
2 2B-13 Workstation Options and Accessories 24.0% 2 2B-14 Thin Clients 18.0% 2 2B-15 Thin Client Options and Accessories 18.0% 2 2B-16 Chromebook 1.0% 2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0% 2 2B-18 Entry Level Tablets 20.0% 2 2B-19 Ultra-light & Tablet PCs 23.0% 2 2B-20 Mid-Range Tablets 21.0% 2 2B-21 Entry-Level Notebooks 17.0% 2 2B-22 Value Notebooks 13.0% 2 2B-23 Mid-Range Notebooks, ProBook Series 21.0% 2 2B-24 Notebook High-End and workstation mobility 24.0% 2 2B-25 Notebook & Tablet PC CTO Modules 21.0% 2 2B-26 Notebook & Tablet Options and Accessories 21.0% 2 2B-27 Notebook Accessories - Education Software 30.0% 2 2B-28 All HP Smart Buys/Promotions/Specials 1.0% 2 2B-29 Peripherals All HP Commercial Monitors 20.0% 2 2B-30 Peripherals Monitor Options and Accessories 20.0%
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%
2 2B-32 Peripherals All HP Scanners 28.0% 2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0% 2 2B-34 Peripheral LaserJet cartridges 25.0% 2 2B-35 Peripherals InkJet cartridges 20.0% 2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0% 2 2B-37 Peripherals Access Control for Print 28.0% 2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0% 2 2T Band 2 - Third Party Product Minimum Discount 5.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Discount Structure
Band Category
Code Category Description
Discount off Baseline List
2 2T-1 APC 15.0% 2 2T-2 All Third Party Hardware 10.0% 2 2T-3 All Third Party Software 5.0%
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23011 Contractor Name: HP Inc.
1. Per Transaction Multiple Unit Discount(s)
Category Min $ Single Transaction
Max $ Single Transaction
Per Transaction Multiple Unit Discount
Desktops & Workstations $101,000.00 $1,000,000.00 10-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Desktops & Workstations > $1,000,000.00 no max 16-26% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks $101,000.00 $1,000,000.00 6-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks > $1,000,000.00 no max 16-19% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets $101,000.00 $1,000,000.00 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets > $1,000,000.00 no max 8-17% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients $101,000.00 $1,000,000.00 12-21% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients > $1,000,000.00 no max 22-27% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors $101,000.00 $1,000,000.00 2-4% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors > $1,000,000.00 no max 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
All Awarded Bands
The estimated additional Volume Discount pricing below may be available by contacting your HP Sales Representative. Be sure to provide HP with your product selection/combination, quantities, timeline of purchase or any other additional information in order to obtain these additional discounts. These discounts exclude HP Smart Buy/Promotions/Specials/Chromebooks and some products within the category as determined by the OEM. (Competitive volume pricing may be available for Chromebooks and product categories not listed, but additional discounts may vary.)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Volume-Based Discounts
2. Cumulative Discount(s)
Contract Sales Additional Discount
For a Product Series in an Additional Category
Minimum Band Discount Increase
$900,000,000.00 to $1,000,000,000
1.0% 2.0%
$1,000,000,001 to $1,200,000,000
2.0% 3.0%
$1,200,000,001 to $1,500,000,000
3.0% 4.0%
Over $1,500,000,000 4.0% 5.0%
3. Other Discount(s) Additional discount(s) available.
Bulk Purchase Threshold if applicable Additional Discount
5,000 to 10,000 units 5,000 to 10,000 PCs per Purchase Order 1.0%
10,001 or more units 5,000 to 10,000 PCs per Purchase Order 2.0%
Upon procuring agency request and proper coordination with the HP Account Manager, HP may offer an additional discount or technology fee based on the agency request over the volume price for "Bulk Buy Purchases" for HP product categories offered (excludes Chromebook/Smart Buys/Promotions/Specials) of HP-branded products during a pre-selected time period (60-90 days). For example, if a procuring entity decides to do a one-time “Bulk Buy” for the purchase of 5,000 select configuration(s), the agency could qualify for a one-time additional discount or technology fee as mutually agreed and negotiated with that specific procuring entity.
After review and analysis of the cumulative purchases at the end of each year of the Master Agreement, if HP and NASPO determine that the volumes are reached, these discounts will be passed directly to the Master Agreement based on the Lead State approval for participants and procuring entities to utilize as additional cost savings on HP products. These cumulative discounts are only potential for future potential minimum band discount or potential product services, as determined by HP.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Services
Master Agreement: 23011 Contractor Name: HP Inc.
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands Category Code Description of Service Percent Discount
S Custom Services 10.0% S HP Care Pack Services 24.0% S HP Care Pack Services Smart Buys (promotions/specials) 1.0% S Prebuilt standard HP Image Load & Consulting 10.0% S HP standard Asset Tags 10.0% S Value Added Logistics 10.0% S Onsite Deployment/Installation 10.0% S HP Proactive Management Solutions 10.0% S HP Proactive Security Solutions 10.0% S HP Device Recovery Services 10.0%
HP Care Pack Services: Uplifted & extended warranties, installation, training and other related pre-built standard services
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
Custom Services: (HP directly or approved Servicing Sub) 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.
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23011 Contractor Name: HP Inc.
Optional: Lease Rates
Lease are provided on the PSS. Rates may be subject to change quarterly.
Fair Market Value/True Lease:
Tax Exempt Tech Refresh:
All Awarded Bands
For customers that want to lower their cost of using the equipment and retain maximum flexibility at the end of the lease, Hewlett-Packard Financial Services Company offers a fair market value lease (also known as a true lease). This “pay- as-you-go" structure helps you stretch your budget dollars to get the technology you need today. At the end of the lease term, you have several options: 1) return the equipment without penalty; 2) renew the lease for a specified renewal term at a negotiated lease payment amount; 3) purchase the equipment at its then fair market value; or 4) extend the original term and continue to make the same periodic lease payments until you are ready to exercise one of the three previously listed options. This plan may help customers avoid technology obsolescence and asset disposition costs.
Hewlett-Packard Financial Services Company does allow customers to enter into a month-to-month extension at the end of each lease agreement if they find it necessary to maintain their existing leased equipment for longer than the original lease timeframe. Hewlett-Packard Financial Services Company also has a package and shipping service that can be incorporated into the lease contract upfront for returns of equipment at lease end. This service can be very valuable when budgeting for your technology costs.
Tech Refresh is structured as a Tax-Exempt Installment Sale with an option on the last payment to return the equipment (and acquire new) or make the payment and own the equipment outright. The standard offer calls for payments to be made annually in advance, though additional structures may be tailored to accommodate budget restrictions. The final (or option) payment is a set amount of the original purchase price of the equipment and is an estimate of the wholesale value of the equipment at the time of the option. The balance of the cost is amortized over the term. The benefit is that an entity is not locked into any one particular deal; it can purchase the equipment or return it and get new technology. Other important elements of the Tech Refresh structure are listed below.
• Lessee must provide an irrevocable written election of notice of its intent to refresh or purchase 3 months prior to the refresh period. On the 48-month term the refresh point is month 36 which requires notification at month 33. On the 60-month term the refresh point is month 48 which requires notification at month 45. Sample buyout goes into effect if refresh option is not exercised.
• The option cannot be exercised if an event of default has occurred and is continuing • Tech Refresh is offered only as a Tax-Exempt Installment Sale structure • Lessee must be committed to acquire and lease similar equipment prior to exercising the option • There is only one refresh opportunity during the lease
Hewlett-Packard Financial Services Company offers the following lease options: (1) Fair Market Value/True Lease; (2) Tax Exempt Tech Refresh; and (3) Tax Exempt Installment Sale (Lease Purchase).
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Lease Rates
Tax Exempt Installment Sale (Lease Purchase):
In a Tax-exempt Installment Sale structure, payments consist of both principal and interest, with the interest being excludable from the Lessor’s gross income for Federal income tax purposes. During the term of the Lease the Concluding Payment – primarily consisting of unpaid principal – declines as each Lease Payment is made and applied. Under this structure Title typically passes to the Lessee at the Lease Acceptance and the Lessor files a security interest in the equipment. Once the original base Lease Payments are made the Lessee owns the equipment free and clear.
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23011 Contractor Name: HP Inc.
in 30 in 15, Net 30 in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64BDocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
Page 16 of 17
EXHIBIT C
The Solicitation
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Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
SOLICITATION ADDENDUM
Addendum No.: 05 Date of Addendum: March 5, 2021
Due Date, Time: March 18, 2021, 3:00 PM, CT Revised Date, Time: Master Agreement Administrator Andy Doran Agency:
Department of Administration Office of State Procurement
Web Registration No.: 29720
Title: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services)
SCOPE OF ADDENDUM The purpose of this Addendum 05 is to:
1. Revise Section 4, Paragraph 4 of the RFP as follows (deleted language is struck, added language is underlined):
Minnesota IT Services (MNIT) Minimum Acceptable Standards. Attached to the RFP as Attachments J and K in Section 6 are the MNIT Minimum Acceptable Standards for Bands 1, 2, and 3.
When brand name or manufacturer’s name or numbers are stated in the MNIT Minimum Acceptable Standards, they are intended to establish a standard only and are not restrictive unless the Attachment states: “No Substitute.” Responses may be considered on other alternate makes, models, or brands having comparable quality, style, and performance characteristics. Any alternates included in a response are subject to Lead State approval.
If any proposed alternates are deemed unacceptable by the Lead State, the Lead State will contact the responder(s) that have deficient alternates, explaining the deficiency, and provide the responder(s) with one opportunity to propose a new, acceptable alternate within a set number of business days. All responders with deficient alternates will be given the same number of business days to attempt to provide an acceptable alternate. Responders unable to propose an acceptable alternate through this one-time process will may be excluded from the Standard in which they are deficient. The Lead State reserves the right to conduct this process additional times at its discretion.
The Lead State reserves the right to request product specification documentation to verify compliance.
2. Revise the instructions for completing Section 6, Attachments J and K as follows (added language is underlined):
J. MNIT MINIMUM ACCEPTABLE STANDARDS FOR BANDS 1 AND 2
Instructions for completing Attachment J, MNIT Minimum Acceptable Standards for Bands 1 and 2:
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A responder should review Attachment J and complete all shaded fields with the requested information. If a specification indicates that a responder may propose an alternative or comparable, a responder proposing an alternative or comparable should provide the specification details about the proposed alternative or comparable.
Attachment J has three worksheets for a responder to review and complete. If responder is not offering a product that meets any standard the responder can either leave the standard blank or may indicate “N/A” in the shaded field requiring the responder to provide a SKU.
A responder should complete a separate copy of Attachment J for each Band proposed.
K. MNIT MINIMUM ACCEPTABLE STANDARDS FOR BAND 3
Instructions for completing Attachment K, MNIT Minimum Acceptable Standards for Band 3:
A responder should review Attachment K and complete all shaded fields with the requested information. If a specification indicates that a responder may propose an alternative or comparable, a responder proposing an alternative or comparable should provide the specification details about the proposed alternative or comparable.
Attachment K has two worksheets for a responder to review and complete. If responder is not offering a product that meets any standard the responder can either leave the standard blank or may indicate “N/A” in the shaded field requiring the responder to provide a SKU.
3. Revise the following documents attached to the RFP to add “Semi-Ruggedized Notebook” to the MNIT Standards Tab of Section 6, Attachment H for Bands 1 and 2:
a. Section 6, Attachment H for Band 1, and b. Section 6, Attachment H for Band 2.
Attachments:
• Section 6, Attachment H for Band 1 – Addendum 05 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1_Addendum5.xlsx
• Section 6, Attachment H for Band 2 – Addendum 05 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2_Addendum5.xlsx
Except as modified, all the terms and conditions of the solicitation remain in full force and effect. This addendum is hereby incorporated into the RFP. COMPANY NAME:______________________________ SIGNATURE: _______________________________ DATE: _______________________________________ PRINTED NAME:____________________________ TITLE: ____________________________________
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http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1_Addendum5.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2_Addendum5.xlsx
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529. Page 1
Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
SOLICITATION ADDENDUM
Addendum No.: 04 Date of Addendum: February 19, 2021
Due Date, Time: February 26, 2021, 3:00 PM, CT Revised Date, Time: March 18, 2021, 3:00 PM, CT Master Agreement Administrator Andy Doran Agency:
Department of Administration Office of State Procurement
Web Registration No.: 29720
Title: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services)
SCOPE OF ADDENDUM The purpose of this Addendum 04 is to:
1. Revise the Due Date and Time to be March 18, 2021, 3:00 PM CT.
2. Respond to the remainder of questions submitted by the due date and time as stated in the solicitation. The questions and answers are attached to this Addendum. The Lead State believes that is has answered all questions submitted to the date of this Addendum.
3. Revise the Solicitation document. Revisions to the document are as follows:
Section Revision Update the due date 1.A Replace “Reseller(s)” with “Contractor(s)” 1.D Add Rhode Island to the list of State’s that provided a Notice of Intent to Participate 2.B.1.e Replace “Reseller’s” with “Contractor’s” 2.B.2.z Update definition of Participating Entity 2.B.2.aa Update definition of Participating State 2.B.10 Correct sentence to read (added language is in red):
The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract
2.B.20 Replaced “Contract Vendor” with “Contractor” 2.B.20.d Revision of paragraph to make a typographical correction to replace “Master agreement” with
“Master Agreement,” replace “Contract Vendor” with “Contractor,” and update language. 3.B.7 Typographical correction to remove an extra period mark 3.D.4 Updated language to Partner Utilization requirements 3.D.5 New provision Checklist Remove reference to a Contract Savings Report Checklist Update instructions for completing a VPAT 6 Update list of attachments to correct internal references 6.B Remove reference to a Contract Savings Report
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4. Revise the following documents attached to the solicitation:
a. Section 6, Attachment H for Band 1, Band 2, and Band 3; b. Section 6, Attachment J for Bands 1 and 2; and c. Section 6, Attachment K for Band 3.
Attachments:
• Addendum 04 Questions and Answers http://www.mmd.admin.state.mn.us/xls/29720Addendum4.QandA.xlsx
• 2020 NVP MN Computer Equipment RFP – Addendum 04 http://www.mmd.admin.state.mn.us/pdf/29720.pdf
• Section 6, Attachment H for Band 1 – Addendum 04 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1PriceWorkbook.xlsx
• Section 6, Attachment H for Band 2 – Addendum 04 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2PriceWorkbook.xlsx
• Section 6, Attachment H for Band 3 – Addendum 04 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band3PriceWorkbook.xlsx
• Section 6, Attachment J for Bands 1 and 2 – Addendum 04 http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentJ_MNITMinimumAcceptableStandardsBand s1&2.xlsx
• Section 6, Attachment K for Band 3 – Addendum 04 • http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentK_MNITMinimumAcceptableStandardsBand
3.xlsx
Except as modified, all the terms and conditions of the solicitation remain in full force and effect. This addendum is hereby incorporated into the RFP. COMPANY NAME: ______________________________ SIGNATURE: _______________________________ DATE: ________________________________________ PRINTED NAME: ____________________________ TITLE: _____________________________________
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http://www.mmd.admin.state.mn.us/xls/29720Addendum4.QandA.xlsx http://www.mmd.admin.state.mn.us/pdf/29720.pdf http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band3PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentJ_MNITMinimumAcceptableStandardsBands1&2.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentJ_MNITMinimumAcceptableStandardsBands1&2.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentK_MNITMinimumAcceptableStandardsBand3.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentK_MNITMinimumAcceptableStandardsBand3.xlsx
Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529. Page 1
Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
SOLICITATION ADDENDUM
Addendum No.: 03 Date of Addendum: January 22, 2021
Due Date, Time: January 31, 2021, 3:00 PM, CT Revised Date, Time: February 26, 2021, 3:00 PM, CT Master Agreement Administrator Andy Doran Agency:
Department of Administration Office of State Procurement
Web Registration No.: 29720
Title: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services)
SCOPE OF ADDENDUM
The purpose of this Addendum 03 is to:
1. Revise the Due Date and Time to be February 26, 2021, 3:00 PM CT; and
2. Respond to some of the questions submitted by the due date and time as stated in the solicitation. The questions and answers are attached to this Addendum. All other questions will be responded to at a later date.
Attachment: Addendum 03 Questions and Answers http://www.mmd.admin.state.mn.us/xls/29720Addendum3.QandA.xlsx Except as modified, all the terms and conditions of the solicitation remain in full force and effect. This addendum is hereby incorporated into the RFP. COMPANY NAME: ______________________________ SIGNATURE: _______________________________ DATE: ________________________________________ PRINTED NAME: ____________________________ TITLE: _____________________________________
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Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
SOLICITATION ADDENDUM
Addendum No.: 02 Date of Addendum: December 17, 2020
Due Date, Time: January 11, 2021, 3:00 PM, CT Revised Date, Time: January 31, 2021, 3:00 PM, CT Master Agreement Administrator Andy Doran Agency:
Department of Administration Office of State Procurement
Web Registration No.: 29720
Title: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services)
SCOPE OF ADDENDUM
The purpose of this Addendum 02 is to:
1. Revise the Due Date and Time to be January 31, 2021, 3:00 PM CT; and
2. Respond to some of the questions submitted by the due date and time as stated in the solicitation. The questions and answers are attached to this Addendum. All other questions will be responded to at a later date.
Attachment: Addendum 02 Questions and Answers http://www.mmd.admin.state.mn.us/xls/29720Addendum2.QandA.xlsx Except as modified, all the terms and conditions of the solicitation remain in full force and effect. This addendum is hereby incorporated into the RFP. COMPANY NAME: ______________________________ SIGNATURE: _______________________________ DATE: ________________________________________ PRINTED NAME: ____________________________ TITLE: _____________________________________
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
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Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
SOLICITATION ADDENDUM
Addendum No.: 1 Date of Addendum: December 10, 2020
Due Date, Time: January 11, 2021 Revised Date, Time: Master Agreement Administrator Andy Doran Agency:
Department of Administration Office of State Procurement
Web Registration No.: 29720
Title: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services)
SCOPE OF ADDENDUM The purpose of this Addendum 1 is to:
1. Provide access to the optional Pre-Proposal Webinar held on November 20, 2020, and a list of the attendees at the webinar. The list of people who registered for the Webinar, the Microsoft Teams attendee list, and the recording of the Pre-Proposal Webinar are all attached to this Addendum; and
2. Respond to some of the questions submitted by the due date and time as stated in the solicitation. The questions and answers are attached to this Addendum. All other questions will be responded to at a later date.
Attachments: Pre-Proposal Webinar Registration List and Attendee List: http://www.mmd.admin.state.mn.us/pdf/29720Pre-ProposalMeetingRegistration&Attendance.pdf Pre-Proposal Recording: http://www.mmd.admin.state.mn.us/videos/PreProposalWebinarRecording.mp4 For best results, use Internet Explorer or Firefox (may not launch in Edge or Chrome) Questions and Answers: http://www.mmd.admin.state.mn.us/pdf/29720Addendum1.Q&A.pdf Except as modified, all the terms and conditions of the solicitation remain in full force and effect. This addendum is hereby incorporated into the RFP. COMPANY NAME: ______________________________ SIGNATURE: _______________________________ DATE: ________________________________________ PRINTED NAME: ____________________________ TITLE: _____________________________________
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1
The State of Minnesota
REQUEST FOR PROPOSAL
MINNESOTA NASPO VALUEPOINT Master Agreement for: Computer Equipment
(Desktops, Laptops, Tablets, Servers, and Storage including Related Peripherals & Services)
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STATE OF MINNESOTA
REQUEST FOR PROPOSAL (RFP)
COMPUTER EQUIPMENT: (DESKTOPS, LAPTOPS, TABLETS,
SERVERS, STORAGE, INCLUDING RELATED PERIPHERALS & SERVICES)
ORIGINAL DUE DATE: JANUARY 11, 2021
REVISED DUE DATE (ADDENDUM 02): JANUARY 31, 2021
REVISED DUE DATE (ADDENDUM 03): FEBRUARY 26, 2021
REVISED DUE DATE (ADDENDUM 04): MARCH 18, 2021
TIME: 3:00 P.M., CENTRAL TIME
Office of State Procurement 112 Administration Building
50 Sherburne Avenue St. Paul, MN 55155
Voice: 651.296.2600 Fax: 651.297.3996
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
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TABLE OF CONTENTS
SECTION 1: SCOPE OF WORK ......................................................................................................................................... 4
INTRODUCTION .......................................................................................................................................................... 4 OBJECTIVE ................................................................................................................................................................. 4 NASPO VALUEPOINT BACKGROUND INFORMATION ........................................................................................... 5 PARTICIPATING STATES .......................................................................................................................................... 5 PRODUCT BANDS ...................................................................................................................................................... 6 CONFIGURATION LIMITS .......................................................................................................................................... 6 PRODUCT RESTRICTIONS ....................................................................................................................................... 7
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS .................................................................................. 8
SOLICTATION TERMS, CONDITIONS, AND INSTRUCTIONS ................................................................................. 8 NASPO VALUEPOINT TERMS AND CONDITIONS ................................................................................................. 13 MINNESOTA TERMS AND CONDITIONS ................................................................................................................ 30
SECTION 3: RESPONSE REQUIREMENTS .................................................................................................................... 37
RESPONSE REQUIREMENTS: PRODUCT DEPLOYMENT ................................................................................... 38 RESPONSE REQUIREMENTS: ABILITY TO PERFORM ........................................................................................ 38 RESPONSE REQUIREMENTS: ENVIRONMENTAL ................................................................................................ 40 RESPONSE REQUIREMENTS: BUSINESS CAPABILITIES ................................................................................... 42 RESPONSE REQUIREMENTS: CUSTOMER SUPPORT ........................................................................................ 43
SECTION 4: COST PROPOSAL ....................................................................................................................................... 44
SECTION 5: EVALUATION PROCESS ............................................................................................................................ 46
CHECKLIST ....................................................................................................................................................................... 48
SECTION 6: ATTACHMENTS ........................................................................................................................................... 49
SOLICITATION QUESTION FORM ........................................................................................................................... 50 SOLICITATION RESPONSE FORMS ....................................................................................................................... 51 SAMPLE NASPO ValuePoint MASTER AGREEMENT ............................................................................................ 59 PARTICIPATING STATES ........................................................................................................................................ 60 ACTION REQUEST FORM SAMPLE ........................................................................................................................ 61 PRODUCT AND SERVICE SCHEDULE ................................................................................................................... 64 DETAILED REPORTING SAMPLE ........................................................................................................................... 64 PRICE WORKBOOKS ............................................................................................................................................... 64
BULK/VOLUME PRICING EXAMPLES ..................................................................................................................... 64 MNIT MINIMUM ACCEPTABLE STANDARDS FOR BANDS 1 AND 2 .................................................................... 65 MNIT MINIMUM ACCEPTABLE STANDARDS FOR BAND 3 .................................................................................. 65
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4 SECTION 1: SCOPE OF WORK
SECTION 1: SCOPE OF WORK
INTRODUCTION
The State of Minnesota, Department of Administration, Office of State Procurement is requesting proposals on behalf of the State of Minnesota and NASPO ValuePoint. The purpose of this Request for Proposal (“RFP”) is to establish Minnesota-led NASPO ValuePoint Master Agreement(s) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, Storage and Ruggedized Devices including related Peripherals & Services).
This RFP and any resulting contract are for qualified manufacturers only – responders that cannot provide verification that they are a manufacturer will not be considered. Manufacturers that do not sell products directly may receive a Contract Award, but they must clearly specify their relationship with sales partners as directed in the RFP.
This RFP describes a relationship to be established between the Lead State and a responder and also specifies contractual conditions and details the basis for the responses, the subsequent review, and the final selection process. Detailed Contract obligations and measures of performance may be further defined in the final negotiated Contracts. The RFP shall not be construed to limit the Lead State’s right to issue or not issue any Contract, to reject all proposals, or to negotiate with more than one responder.
Sealed responses must be received in the office of the Director of the Office of State Procurement and time-stamped no later than the date and time specified, at which time the names of the contractors responding to this RFP will be read. Late responses cannot be considered. The laws of Minn. Stat. Ch. 16C apply to this RFP.
For the purpose of this RFP, there are three product Bands identified below which may be awarded. Responders must only respond to Bands in which they manufacture the defined product. “Re-branding” a product that is manufactured by another company does not meet this requirement. The State of Minnesota (“Lead State”) intends to establish multiple awards per Band. The Lead State reserves the right to eliminate any Bands from the final award.
Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets Band 3: Servers and Storage
The Master Agreement(s) resulting from this RFP will replace the current Minnesota WSCA/NASPO Computer Equipment Contracts awarded in 2015. Information on these contracts is available at: http://www.mmd.admin.state.mn.us/wsca/wsca.htm.
All authorized governmental entities in any State or participating US Territory are welcome to use the resulting Master Agreements through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreements, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.
Subject to the approval of the awarded Contractor(s), Canadian provincial governments and provincially funded entities may use the resulting Master Agreement, as set forth in Section 2.B.5.a.
This RFP will result in a Master Agreement. The Master Agreement contract terms will begin on the date of contract execution, to 24 months after the date of contract execution, with the option to extend up to 36 months, upon agreement by both parties. Participating States will have the option to participate and further refine their Terms and Conditions through a Participating Addendum.
OBJECTIVE
The objectives of this RFP are to:
• Obtain greater volume-based price discounts for quantity one purchases by leveraging the purchasing power of multiple states and their political subdivisions
• Reduce contracting costs for each Participating Entity through a cooperative competitive procurement process • Obtain better contract terms for states through centralized negotiation on behalf of multiple states and their
political subdivisions • Obtain competitive pricing for specific standard configurations through a Premium Saving Package (PSP)
program. Participation in PSP is not required, but is encouraged.
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5 SECTION 1: SCOPE OF WORK
Proposers will provide an initial minimum discount for a quantity of one unit, plus minimum discounts based on volume purchasing tiers. Proposers are to base discounts on the collective volume of potential purchases by the numerous state and local government entities. The objective of the procurement is to consolidate spend for participating entities to receive highly competitive pricing at the quantity one unit. Further bulk/quantity savings are obtained when additional quantities are requested. Participating States and political subdivisions are encouraged to continually obtain competitive quotes from multiple manufacturers for further quantity discounts among the awarded contractors to obtain the lowest price.
The awarded contractors should realize significant savings by managing a single comprehensive Master Agreement establishing common terms, conditions, pricing and administrative structure.
After award of a Master Agreement, Contractors may provide promotions for deeply discounted products based on their inventory and sales. Promotions will also provide increased savings to States and other Participating Entities. The Contractors will be responsible to market these offers. These promotions may be included in the PSP.
NASPO VALUEPOINT BACKGROUND INFORMATION
NASPO ValuePoint, a division of the National Association of State Procurement Officials (“NASPO”), is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. NASPO is a non- profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites www.naspovaluepoint.org and www.naspo.org.
The total spend in calendar year 2019 from Participating Entities in 45 states was approximately $2,347,190,605. It is estimated that approximately $1,595,000,000 of this spend will be Band 1 or Band 2 under this RFP, $359,000,000 will be Band 3 under this RFP, and the remaining spend will be peripherals and accessories that cannot definitively be placed in Band 1, 2, or 3.
PARTICIPATING STATES
In addition to the Lead State conducting this RFP, the Participating States listed below have requested to be named in this RFP as potential users of the resulting Master Agreement. Other entities may become Participating Entities after award of the Master Agreement.
Some states may have included special or unique terms and conditions for their state that will govern their state Participating Addendum. These terms and conditions are being provided in Section 6 of this RFP as a courtesy to proposers to indicate which additional terms and conditions may be incorporated into the state Participating Addendum after award of the Master Agreement. The Lead State will not address questions or concerns or negotiate other Participating Entity’s terms and conditions. The Participating States will negotiate these terms and conditions directly with the contractor.
Individual Participating Addendums may use the contractor’s minimum discount percentage off and offered catalog as a base and may elect to negotiate an adjusted (i.e., greater) minimum discount.
Intent to Participate Notices have been received to date from the following states:
Alaska Louisiana South Carolina Arizona Maine South Dakota California Maryland Tennessee Colorado Minnesota Utah Connecticut Montana Vermont Delaware Nevada Washington Florida New Jersey Wisconsin Hawaii New Mexico Wyoming Idaho North Dakota Rhode Island Iowa Ohio
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6 SECTION 1: SCOPE OF WORK
PRODUCT BANDS
This RFP is divided into three (3) hardware product Bands. Each Band includes related peripherals and services. All products and services offered within each Band are subject to the restrictions provided in Product Restrictions, Section 1.G. Due to the continuous evolution of technology Bands will be flexible and may be redefined during the course of the contract.
Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, Tablets. Desktop, laptop, and tablet are all defined in Section 2.B.2, “Definitions”. Only products utilizing Windows operating systems for these devices are allowed. Zero clients, thin clients, all-in-ones, workstations, notebooks, and mobile thin clients are included in this Band. Ruggedized equipment may also be included in the Product and Service schedule for this Band. Responders do not need to manufacture all three types of devices to be considered for an award.
Band 2: Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets. Desktop, laptop, and tablet are all defined in Section 2.B.2, “Definitions”. Only products utilizing operating systems that are not Windows operating systems for these devices are allowed. Zero clients, thin clients, all-in-ones, workstations, notebooks, and mobile thin clients are included in this Band. Ruggedized equipment may also be included in the Product and Service schedule for this Band. Responders do not need to manufacture all three types of devices to be considered for an award.
Band 3: Servers and Storage. A server is a physical or virtual computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Storage is hardware or a virtual appliance with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. All operating systems for these devices are allowed. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Responders do not need to manufacture both types of devices to be considered for an award.
Examples of peripherals/accessories/options include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as hard-wired routers and switches. Peripherals may be purchased by themselves. A responder offering only peripherals in any Band, however, will not be considered for an award in that Band. Software is an option which must be related to the purchase of equipment and subject to configuration limits per the terms of Section 1.G.a.
CONFIGURATION LIMITS
Proposed product configurations provided by Contractor under the terms of the Master Agreement may not exceed the dollar amounts set forth below (“Configuration Limits”). Participating Entities may define alternative configuration limits in their Participating Addendum (“Entity Configuration Limits”).
The Participating Entity’s Chief Procurement Official may increase or decrease Entity Configuration Limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the State’s Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000). Each configuration includes the combined total of hardware and software components that make up the total functioning system (e.g., a purchase of a laptop in Band 1 with a hardware cost of $12,000 per unit and software at a cost of $5,000 per unit would exceed the $15,000 per configuration limit, and not be allowed).
ITEM CONFIGURATION LIMIT
Band One $15,000 Band Two $15,000 Band Three $1,000,000 Peripherals $10,000 Services Addressed in the Participating Addendum
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PRODUCT RESTRICTIONS
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.
a. Software
1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.
2. Any software purchased must be related to the procurement of equipment. 3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment,
except as set forth in Section 1.G.a.4, below. 4. Software such as middleware which is not always installed on the equipment, but is related to storage
and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
b. General Services
1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Managed Print Services are not allowed.
c. Cloud Services
1. Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.
2. Any Cloud Service purchased must be related to the procurement of equipment.
d. Third Party Products
1. Third Party Products can be offered only in the Bands they have been awarded. All Third-Party Products must meet the definition(s) of the Band(s) in which they are being offered.
2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.
e. Additional Product/Services
1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.
2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s
Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.
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8 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
A statement of acceptance of the Master Agreement Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language must be presented.
A. SOLICITATION TERMS, CONDITIONS, AND INSTRUCTIONS B. NASPO VALUEPOINT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS D. FORMS
SOLICITATION TERMS, CONDITIONS, AND INSTRUCTIONS
Award. This RFP does not commit the Lead State to award any Master Agreement or to pay any costs incurred by a responder in responding.
The award of this RFP will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this RFP to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the Lead State’s intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the RFP, or to re- issue the RFP, whichever is in the best interest of the Lead State.
The Sourcing Team will make a recommendation on the award of this RFP. The Commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the NASPO ValuePoint Management Board.
Acceptance of Terms and Conditions. As identified in the Sample Master Agreement attached in Section 6.C of this RFP, portions of the RFP and the response of the successful responder will become Master Agreement contractual obligations if acquisition action ensues.
A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, must be included in the response. Any suggestions for alternate language must be presented with the response (see Section 6.B, Terms, Conditions, and Response Requirements Exception Form). Any response which fails to comply with this requirement may be disqualified as nonresponsive. The Lead State is under no obligation to accept wording changes submitted by a responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions of Section 2.A.
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the Lead State is Andy Doran. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to:
Andy Doran IT Acquisitions Supervisor Fax: 651.297.3996 Department of Administration E-mail: andy.doran@state.mn.us Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155
Schedule of Events. This paragraph provides a tentative schedule of the critical project dates. Responders should carefully examine and make certain they have a clear understanding of the requirements of the specified project milestones and the associated dates.
Date/Time Event November 4, 2020 Publish RFP November 18, 2020, 3:00 PM CT Registration Deadline for Pre-proposal Webinar (Section 2.A.6) November 20, 2020, 1:00 PM CT Optional Pre-Proposal Webinar (Section 2.A.6) December 14, 2020 Questions Due (Sections 2.A.7 and Section 6.A) January 11, 2021, 3:00 PM CT Proposal Due Date/Proposal Opening
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9 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS
Electronic Files to Download, Complete, and Return. Responders must download the entire RFP. The sections of the RFP will be in either Word, PDF, or Excel formats, depending on whether a response is required for that section. If you need assistance please contact the Lead State’s HelpLine at (651) 201-8100, option 1.
Pre-Proposal Webinar Meeting. A pre-proposal meeting will be held remotely via Microsoft Teams for all interested responders to review any concerns regarding this RFP. Attendance at this meeting is NOT MANDATORY, but is recommended. See the Schedule of Events for date and time (Section 2.A.4). Interested responders will register to attend the webinar by sending an email to the Master Agreement Administrator. The registration email should include the interested responder’s name, and the name and email address of the person(s) attending the Pre-Proposal Webinar Meeting. The Master Agreement Administrator will send an invitation to the Pre-Proposal Webinar Meeting to all registered attendees by 10:00 AM CT on November 20, 2020.
Questions and Inquiries. Questions or inquiries regarding this RFP must be submitted in writing to Master Agreement Administrator. All questions received by the cutoff date and time will be responded to via an addendum to official solicitation holders. If submitting a question be specific and cite the section, item, and page number to which the question refers. Contact regarding this RFP with any State personnel other than the Master Agreement Administrator may result in rejection of the response. See Schedule of Events for date and time.
Addenda to the RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued.
Clarification. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Master Agreement Administrator in writing, as specified in Section 2.A.3, of such error and request modification or clarification of the document. This notification is due no later than five business days prior to the proposal due date and time.
Responders are cautioned that any activity or communication with a state employee or officer, or a member of the Evaluation Team, regarding this RFP’s contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this RFP, its content or process, must be directed to the Master Agreement Administrator listed in the RFP documents.
Proposal Preparation. Responses are to be prepared and presented in the same sequential order as the questions are presented in this document. Responses deviating from the request for proposal format and organization may be removed from further consideration. Responses are expected to provide a straightforward and concise description of the responder’s ability to meet the requirements. Any materials submitted may be incorporated by reference in the final Master Agreement. Marketing materials will not be accepted as a response.
A responder’s response to the RFP must be returned to the Lead State, addressed to the Master Agreement Administrator, sealed in a mailing envelope or package with the responder’s name and address clearly written on the outside. Late responses cannot be considered. The laws of Minn. Stat. Ch. 16C and all other applicable laws apply to this RFP.
All costs incurred in responding to this RFP will be borne by the responder.
Authorized Signature. The response must be in the legal name of the firm or business, and must be fully and properly executed and signed by an officer or other authorized representative who must state his/her title (see Section 6.B, Responder Declarations). The responder must provide proof of authority of the person signing the response upon request.
Narrative Response. Responses to the Requirements of Sections 3.A-E should be provided in the order presented in the RFP, clearly marked and tabbed. A narrative response should describe how the responder will meet the requirement. For Sections without specific requirements or responses needed, a responder may add an acknowledgement that they read, understand, and comply with that Section. Forms that require a signature may be physically-signed and
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scanned into PDF format or signed electronically via a signing software that includes verification capabilities such as DocuSign.
The responder must provide two digital copies of the Narrative Response. Each digital copy of the Narrative Response must be provided on its own flash drive, and each flash drive should be marked “Narrative Response.”
Each digital copy of the Narrative Response should include:
• An electronic searchable PDF, and • One editable Word document.
Include any signed addenda (if applicable) and all Solicitation Response Forms (see Section 6.B) with the Narrative Response. Do not include the Cost Proposal or any cost-related information in the Narrative Response.
Cost Proposal. The responder must provide one complete digital copy of the Cost Proposal on a flash drive. The Cost Proposal must be submitted on a flash drive separate from the Narrative Response, and the drive should be marked “Cost Proposal.” The digital copy of the Cost Proposal must include:
• Responses to Section 4, • Baseline Price List, • Proposed Product and Services Schedule, and • Price Workbooks for all applicable Bands, including all tabs.
The Cost Proposal should be submitted in the following formats:
• Responses to Section 4 in either a searchable PDF or Word document, and • The Baseline Price List, Proposed Product and Services Schedule, and Price Workbooks should be
submitted as unlocked Excel documents.
Accessibility. Responders should complete, in an accessible format, the Web Content Accessibility Guidelines (WCAG) sections in a Voluntary Product Accessibility Template (VPAT®) for all websites proposed in response to the solicitation. Responders can use the VPAT form from the ITIC VPAT site (https://www.itic.org/policy/accessibility/vpat), and select the “WCAG” option. These documents will be scored according to the solicitation evaluation.
Responders are encouraged to reference the “Vendor VPAT Guidance” in the “Products” tab on the Lead State’s Accessible IT Procurement page (https://mn.gov/mnit/about-mnit/accessibility/it-procurement.jsp) for information and instructions on completing the VPAT. Responders should also review the related guidance documents on the same site for solicitation reviewers to understand expectations. Responders are strongly encouraged to provide remarks and explanation that both support compliance and detail any deficiencies, as even if you claim “supports” unless there are remarks and explanations, you may score low.
Trade Secret/Confidential Information.
a. Responders must not submit as part of their response trade secret material, as defined by Minn. Stat. § 13.37.
b. In the event trade secret data are submitted, Responder must defend any action seeking release of data it believes to be trade secret, and indemnify and hold harmless the State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the data, and any and all costs connected with that defense.
c. The Lead State does not consider cost or prices to be trade secret material, as defined by Minn. Stat. § 13.37.
d. A responder may present and discuss trade secret information during an interview or demonstration with the Lead State, if applicable.
Irrevocable Offer. In accordance with this RFP, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 calendar days following the submission deadline date
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unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the contractor and the Lead State.
Alterations. Any alteration, particularly in the price used to determine the successful response, may be rejected unless the alteration is initialed by the person authorized to contractually obligate the responder. The responder must provide proof of authorization upon request.
Material Deviation. A responder will be presumed to be in agreement with the terms and conditions of this RFP unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language may not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions.
Responders are cautioned that by taking any exception they may be materially deviating from the request for proposal. If a responder materially deviates from the solicitation terms, conditions, and instructions, the NASPO ValuePoint terms and conditions, the Minnesota terms and conditions, or Response Requirements, its response may be rejected.
A material deviation is an exception to the RFP Solicitation, NASPO ValuePoint terms and conditions, Minnesota terms and conditions, or specifications that:
a. gives the responder taking the exception a competitive advantage over other responders; or, b. gives the Lead State something significantly different from that which the Lead State requested.
Nonresponsive Responses. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected.
Completion of Responses. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected.
Dispute Resolution Procedures. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five business days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Office of State Procurement website, http://www.mmd.admin.state.mn.us/. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The Master Agreement Administrator, the Office of State Procurement (OSP) Acquisitions Manager, and the OSP Director. Responders wishing to take exception to the terms, conditions, or specifications outlined in this RFP must do so using the form provided in Section 6.A.
Disposition of Responses. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected contractor(s) are final. If the responder submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the responder must:
a. clearly mark all trade secret materials in its response at the time the response is submitted;
b. include a statement with its response justifying the trade secret designation for each item; and
c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State’s award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in
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possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials.
Public Information. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may submit your request through the Lead State’s online portal at http://www.mmd.admin.state.mn.us/process/admin/dataRequest.asp.
Solicitation Governing Law and Venue. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the Lead State for claims relating to the procurement, evaluation, award.
Organizational Conflicts of Interest. The Responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
a. the Responder is unable or potentially unable to render impartial assistance or advice to the State; b. the Responder’s objectivity in performing the work is or might be otherwise impaired; or c. the Responder has an unfair competitive advantage.
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NASPO VALUEPOINT TERMS AND CONDITIONS
Conflict of Terms/Order of Precedence.
a. Any order placed under this Master Agreement shall consist of the following documents:
1. A Participating Entity’s Participating Addendum (“PA”); 2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; 3. A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be
deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).
b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.
c. Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.
d. A written Master Agreement (which may include the contents of this RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.
e. Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.
Definitions.
a. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.
b. Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g. mouse pad or monitor stand). For the purposes of this RFP, accessories are considered peripherals.
c. _____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Section 1.G.c.
d. Band means a category of products. There are three product bands which may be awarded through this RFP. Each product band includes related peripherals and services.
e. Components are the parts that make up a computer configuration.
f. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.
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g. Configuration means the combination of hardware and software components that make up the total functioning system.
h. Customer (see Purchasing Entity).
i. Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this RFP.
j. Embedded Software means one or more software applications which permanently reside on a computing device.
k. Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.
l. EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
m. FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.
n. FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.
o. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
p. Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this RFP.
q. Lead State means the State centrally administering any resulting Master Agreement(s).
r. Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.
s. Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.
t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.
u. Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.
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v. NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.
w. Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.
x. Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.
y. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
z. Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
aa. Participating State means a state that has executed a Participating Addendum.
bb. Partner means a company, authorized by the Contractor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
cc. Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.
dd. Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.
ee. Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
ff. Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.
gg. Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
hh. Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.
ii. Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this RFP. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.
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jj. Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.
EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.
kk. Software means, for the purposes of this RFP, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified in Section 1.G.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.
ll. Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this RFP
mm. Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
nn. Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this RFP.
oo. Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.
pp. Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.
qq. Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.
rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
ss. Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.
tt. Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.
Term of the Master Agreement.
a. The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.
b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor
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whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.
Participants and Scope.
a. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.
b. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
c. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
d. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.
e. NASPO and NASPO ValuePoint are not parties to the Master Agreement.
f. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.
h. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or
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nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
Individual Customers. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
Independent Contractor. The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
Contracting Personnel. Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.
Changes in Contractor Representation. The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
Contractor Verification. The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.
Contractor Performance Meeting. An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.
Laws and Regulations. Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.
Price and Rate Guarantee Period. All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.
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Premium Savings Package Program. The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Section 2.B.2. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.
Services. Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.
Ordering.
a. Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
1. The service description or supplies being delivered; 2. The place and requested time of delivery; 3. A billing address; 4. The name, phone number, and address of the Purchasing Entity representative; 5. The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s
proposal; 6. A ceiling amount of the order for services being ordered; 7. The Master Agreement identifier; and 8. Statement of Work, when applicable.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
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Trade-In. Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State. Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.
Shipping and Delivery.
a. The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
b. Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
a. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.
b. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.
c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.
d. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.
e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s)
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which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.
Title of Product. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:
a. To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase.
b. Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.
c. The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement.
d. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contractor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
Warranty. The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
System Failure or Damage. In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
Payment. Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision
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“Purchasing Card” with no additional charge.
Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.
Leasing or Alternative Financing Methods. Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of this RFP evaluation process.
Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
Self Audit. The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted. For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.
Insurance.
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
1. Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;
2. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
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d. Prior to commencement of performance, Contractor shall provide to the Purchasing Entity with a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
Administrative Fees.
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.
b. The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
c. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
NASPO ValuePoint Summary and Detailed Usage Reports. In addition to other reports that may be required by this RFP, the Contractor shall provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the RFP. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive, ftp site, or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data
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reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Section 6.G.
c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the RFP and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to Section 2.B.42, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Section 2.B.42 or to terminate for default pursuant to Section 2.B.44.
g. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and
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agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.
Right to Publish. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
Records Administration and Audit.
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
Indemnification
a. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty.
“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
b. Intellectual Property Indemnification. Notwithstanding Section 2.B.34.a., the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees.
1. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.
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2. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.
Limitations of Liability
a. The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.
b. Contractor’s liability is limited to the aggregate annual value of all purchases made by the Purchasing Entity during the contract year the cause of action arose. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.
c. Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
1. provided by the Contractor or the Contractor’s subsidiaries or affiliates;
2. specified by the Contractor to work with the Product; or
3. reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
4. It would be reasonably expected to use the Product in combination with such product, system or method.
License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.
Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
Governing Law and Venue.
a. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the
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Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
b. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
Confidentiality, Non-Disclosure, and Injunctive Relief.
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or
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transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Section 2.B.33. To the extent permitted by law, Contractor shall notify the Lead State of the identify of any entity seeking access to the Confidential Information described in this subsection.
Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.
Cancellation. Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Section 2.B.44.
Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
Defaults and Remedies.
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
1. Nonperformance of contractual requirements; or 2. A material breach of this Master Agreement; or 3. Any certification, representation or warranty by Contractor in response to the RFP or in this Master
Agreement that proves to be untrue or materially misleading; or 4. Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law,
by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
5. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
1. Exercise any remedy provided by law; and 2. Terminate this Master Agreement and any related contracts or portions thereof; and 3. Impose liquidated damages as provided in this Master Agreement; and 4. Suspend Contractor from being able to respond to future bid solicitations; and 5. Suspend Contractor’s performance; and 6. Withhold payment until the default is remedied.
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d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
Notices. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:
Andy Doran, IT Acquisitions Supervisor 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 andy.doran@state.mn.us
No Waiver of Sovereign Immunity. In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
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MINNESOTA TERMS AND CONDITIONS
Change Requests. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outline in Section 2.C.2. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
a. Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.
b. Maintaining the PSS.
1) In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.
2) Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
(a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS.
(b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
(c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.
(d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders. There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.
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Risk of Loss or Damage. The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.
Foreign Outsourcing of Work. Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.
Human Rights/Affirmative Action. The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
a. Covered contracts and Contractors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contractor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contractor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contractor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time
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employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements.
b. Minn. Stat. § 363A.36, subd. 1 requires the Contractor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided.
c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559.
d. Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.
(e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.
e. Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
f. Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
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Equal Pay Certification. If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.
Americans with Disabilities Act (ADA). Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.
Nonvisual Access Standards. Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:
a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;
c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards. Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.
When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed- upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals. Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502). See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
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Hazardous Substances. To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity. The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.
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. the Contractor is unable or potentially unable to render impartial assistance or advice to the State; b. the Contractor’s objectivity in performing the work is or might be otherwise impaired; or c. the Contractor has an unfair competitive advantage.
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 Lead State’s Department of Administration’s Office of State Procurement 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 Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal
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government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices. The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of 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 the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the
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Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
Survivability. Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.
Severability. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
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SECTION 3: RESPONSE REQUIREMENTS
A Word version of the Section 3, Response Requirements is available at: http://www.mmd.admin.state.mn.us/doc/Section3_ResponseRequirements.docx
A. Product Deployment
B. Ability to Perform
C. Environmental
D. Business Capabilities
E. Customer Support
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RESPONSE REQUIREMENTS: PRODUCT DEPLOYMENT
This Section requires a Narrative Response. In the Narrative Response, Responder should clearly identify the applicable Section. The Narrative Response must fully describe and provide detail about how the proposal satisfies each requirement. The Lead State reserves the right to only evaluate information explicitly included in these forms in the evaluation of the Section to which it applies.
1. Bands Offered. Responder must indicate which Bands they are proposing products in:
☐ Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets
☐ Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets
☐ Band 3: Servers and Storage
2. Product Deployment. Responder must provide a high-level description of their proposed product’s deployment in the following industries in the United States. The complete description should not exceed one page per industry, per Band.
a. State and local government;
b. K-12 Education;
c. Higher Education; and
d. Federal government.
RESPONSE REQUIREMENTS: ABILITY TO PERFORM
This Section requires a Narrative Response. In the Narrative Response, Responder should clearly identify the applicable Section. The Narrative Response must fully describe and provide detail about how the proposal satisfies each requirement. The Lead State reserves the right to only evaluate information explicitly included in these forms in the evaluation of the Section to which it applies.
Portions of this section, as negotiated, will become terms in the Master Agreement.
1. Contractor Verification. Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Responder must verify that it is a manufacturer of at least one product in each Band proposed. Responder must determine the best way to provide this verification, but are encouraged to be brief. The Lead State reserves the right to request additional verification as needed.
Responders must provide a brief description of the products proposed for each Band that are manufactured by the Responder. This description should include the approximate number and type (desktop, laptop, accessory, etc.) of the offered products. This description should not exceed one page per Band.
2. Company Capacity and Capabilities. Responder must provide a high-level description of their company detailing how they will support this Master Agreement in no more than one page per section below:
a. Facilities. Responder must indicate which facilities have been ISO 14001 certified.
b. Manufacturing Process. Responder must describe, at a high level, their manufacturing process.
c. Personnel. Responder must include documentation that indicates the number and type of sales, support personnel, or other resources that are employed to service purchase orders or equipment for non-federal governmental customers.
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d. Organization. Responder must include a brief overview describing how the Master Agreement will be supported from senior management down to field technicians, including the use of any wholly owned subsidiaries or subcontractors.
e. Production Viability. The average sales per Contractor under the Contracts in calendar year 2019 was approximately $78,000,000. Briefly describe your company’s capacity to meet this level of sales volume, including any previous publicly-available sales numbers and publicly-announced future plans. A responder without sufficient capacity should describe the extent of their current capacity and describe their plans of increasing that capacity over the life of the contract.
3. Equipment and Services Overview. Describe the ability to provide computer equipment and the services related to supporting the equipment. Include an overview of how the equipment is delivered and serviced. A list of potential services is below. Responder must provide a list and a brief description of the services offered under each Band. The lists and descriptions must be separated out by Band and must be two pages or less per Band. Not all services may be applicable to each Band.
a. Warranty – Break Fix – Non-Warranty b. Standard non-customized training c. Installation/de-installation d. Support e. Migration f. Asset tagging g. Staging/deployment h. Image loading i. Image consulting j. System and server configuration k. Rack and stack configuration l. Maintenance m. Custom service solutions n. Asset management o. Recycling/disposal p. Training and certification q. Other services available as allowed in the RFP – provide list with your response
4. Warranty and Maintenance. The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
a. Describe in detail how Responder will secure warranties for all products and services.
b. Describe proposed warranty service and maintenance.
5. Website. Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Requirements:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS) • Product specifications, pricing, and configuration aids for the major product categories proposed that
can be used to obtain an on-line quote, • Service options and service agreements available on the contract. Please refer to Section 1.G.b. • Contact information for order placement, service concerns (warranty and maintenance), problem
reporting, and billing concerns • Sales representatives for participating entities
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Desirable Requirements:
• Purchase order tracking • Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT,
Energy Star, etc. • Information on accessibility and accessible products • Signed Master Agreement • Online ordering capability with the ability to remember multiple ship to locations (if applicable to
product)
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
a. Describe the proposed website, including all mandatory and desirable capabilities being offered. Responses to this section should be no more than two pages. Screenshots that will help enhance the response are allowed, and do not count toward the page limit.
b. Describe your commitment to maintaining a website in adherence to the website requirements. Responses to this section should be no more than one page.
If Responder has an example URL of a current website to demonstrate their capabilities, that may be included in the response to this Section. If elements of the website require a secure log-in, Responder must provide listing of items that would require a secure sign-in option (e.g. reprinting of invoices, or purchase order tracking).
The WCAG requested in Section 6.B applies to Responder’s website to be offered under the Master Agreement.
6. Baseline Price List Verification. Describe how the designated Baseline Price List(s) will be accessed and verified by potential end users, contract administrators, etc.
7. Implementation Plan and Marketing Methodology. In two pages or less, describe a thorough implementation rollout plan for the first year as part of the proposal. At a minimum, the response should include a description of the methodology (mailings, meetings, seminars, press releases, personal contacts) proposed, estimated dates and location of activities, including tasks to be performed and the timeframe for the completion of each task. Marketing materials are subject to approval by NASPO ValuePoint, the Lead State, and any relevant Participating Entity. Responder is reminded that after a statewide Participating Addendum is in place, nearly every governmental entity, public school, and university within the state may use the Contractor’s Master Agreement.
RESPONSE REQUIREMENTS: ENVIRONMENTAL
1. Environmentally Preferable Purchasing Commitment. Explain your commitment to environmentally preferable purchases specifically in the areas below.
a. End of life management. Include detailed information regarding takeback, recycling and trade in programs available. Any available programs for cords and chargers should be included in this information. Responses should be no more than two pages.
b. Environmental solutions. Provide detail on how additional value is provided regarding environmental solutions such as selling refurbished/remanufactured toner and equipment. Outline how your company is willing to work with the Lead State and the manufacturers to minimize impact on the environment. Specifically address the following areas in one page or less total:
Materials – manufacturer declaration on reduction/elimination of hazardous materials (e.g., mercury and lead).
Product – in general how does Responder identify product longevity, percent of packaging and packing materials that are recycled/reusable, availability of service and replacement parts for life extension, cost, and complication to upgrade.
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Corporate – detail if Responder has in place programs for sale/procurement of refurbished/remanufactured products. Responder must agree that all refurbished products proposed through this Master Agreement will be clearly labeled as refurbished during the sales process.
c. Environmental Certifications. Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
Responder must describe in no more than one page how certifications/registrations are identified on the website; as well as labels on equipment and/or packing list. It is preferable that Purchasing Entities be able to view certifications and registrations at the product level.
2. EPEAT Registration. Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
a. A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
b. A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Responder must describe how they meet these requirements in no more than one page, and include a list of all products that are in the process of being verified for EPEAT certification for which a. or b. below applies.
If Responder has products that are in the process of being verified for EPEAT certification, these products may be considered if Responder provides one of the following for each product in the process of being verified:
a. A letter from the GEC confirming that the verification process is underway. This letter must be on the GEC letterhead and be dated after January 1, 2020; or
b. The Responder’s GEC contract, CAB contract, and a letter from their CAB stating that the relevant products have been registered with the CAB and that verification is underway.
3. Total Cost of Ownership. Describe in no more than one page any tools your company provides users to assist in evaluating the Total Cost of Ownership of products offered during the purchasing process (i.e., Contractor tools to assist buyers in identifying equipment that runs more efficiently or that utilizes fewer supplies, etc.).
4. ENERGY STAR® Compliant Products. Describe Responder’s commitment to the ENERGY STAR Program in one page or less.
5. TCO Certified. Describe whether any of Responder’s proposed products are TCO Certified and any other engagement with the TCO Development organization in one page or less.
6. Environmental Improvement Program. Describe in one page or less any product environmental improvement program for products that have not yet received the applicable standards or certification. In addition, describe environmental efforts in each of the following areas: (1) reduction/minimization/avoidance of the use of toxic and hazardous constituents (cadmium, chromium, mercury, and/or lead); and (2) compliance with international directives such as the European Union’s WEEE Directive on reduction of chlorinated plastics (PVC) and brominated flame retardants. Contactor must provide this information for specific products to Participating Entities upon request.
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RESPONSE REQUIREMENTS: BUSINESS CAPABILITIES
1. Third-Party Products. Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Responder should describe, in no more than two pages per Band, the type of Third-Party Products they intend to offer as a part of this Master Agreement and the benefit they provide to Participating Entities. If Responder is not offering third-party products, Responder is encouraged to describe why they are not offering third-party products.
2. Auditing. Responder must describe the following in no more than two pages total:
• How Responder regularly self audits the Master Agreement to ensure compliance per Section 2.B.26.
• How a Purchasing Entity will be able to self-audit to ensure quotes provided are at the discount off list price.
• How often the web pricing and invoicing is audited to ensure contractual compliance.
• Reporting mechanisms available such as Invoice Reports which will assist in Participating Entity’s or NASPO ValuePoint’s ability to audit the Master Agreement through vendor supplied reporting tools.
• How Responder ensures that Purchasing Entities with multiple Participating Addenda with Responder are monitored to ensure purchases are correctly booked with the correct Master Agreement.
3. Economic Development Programs. Describe how your company, if awarded a contract, will further the Lead State’s goal of fostering economic development and reducing economic disparities through diversity and inclusion. Points may be awarded to companies articulating strong policies supporting small, diverse, and veteran-owned businesses in areas such as hiring practices, supply chain management, subcontracting, etc. Detail your company’s demographic breakdown and any other information pertinent to efforts in this area.
Responses to this section should be no more than two pages.
4. Partner Utilization. If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. The Lead State must approve a Contractor’s plan for partner utilization. Once a Contractor’s plan is approved, Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum.
If the Contractor has been approved to use partners, each Participating Entity represented by NASPO ValuePoint that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
If partners are proposed, Responder must describe:
• The process to qualify partners and sales personnel to represent the product, including any certifications.
• The business relationship between partners and the manufacturer and services to be performed; for example, if partners will only be used for assistance in locating products/services, or if partners will be used to accept orders and payments (with the agreement of the Participating Entity).
• How partners are contractually bound to the Master Agreement terms and conditions.
• How partner sales will be accurately tracked and reported.
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• The remedy plan if the partner or sales personnel are not in compliance.
5. 2019 National Defense Authorization Act, Section 889(f)(3). Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are not subject to this act, there is increasing concern for the security of state data. To allow potential purchasers to evaluate the risk of entering into a Participating Addendum, please answer the following questions:
• Is the purchase of any product proposed under your response to this solicitation prohibited under law, regulation, or policy by the United State federal government, a US State or territory, or a local governmental entity? If so, you must identify the prohibition and provide an explanation.
• Is Responder owned in part or whole by a foreign government or foreign government entity? If so, please provide a narrative explaining Responder’s ownership.
• Is Responder subject to Chinese law, including the China Internet Security Law, effective June 2017 (or later), as passed by the Chinese Communist Party, through the Standing Committee of the National People’s Congress? If so, please provide a narrative explaining Responder’s obligations under Chinese law.
A responder is required to immediately report to the Lead State any changes in the responder's responses to the above questions during the solicitation process, and Contractors will be required to immediately report any such changes to the Lead State during the term of their Master Agreement. As a reminder, all responses to this solicitation are subject to Minnesota’s False Claims Act and may be subject to others upon execution of Participating Addenda.
RESPONSE REQUIREMENTS: CUSTOMER SUPPORT
1. Sales Support Training. Detail how Responder will train sales staff to ensure they are well versed in the terms and conditions of the Master Agreement. Restrict your response to a half page.
2. Primary Account Representative. Responder must provide a Primary Account Representative to work with the Master Agreement Administrator on all aspects of the Master Agreement. This account representative is responsible for the performance of the Master Agreement and must provide timely response to all requests from Master Agreement Administrator and Participating Entity.
Identify the proposed account representative and briefly describe the duties of the account representative and their role in the sales cycle. Restrict your response to a half page.
NAME:
TELEPHONE #:
EMAIL ADDRESS:
3. Complaint Resolution. Responder must describe their procedures for addressing and resolving customer problems and complaints regarding service, equipment, or billing. Include timelines and escalation process. Limit your response to one page.
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SECTION 4: COST PROPOSAL
Responder’s Cost Proposal must be submitted on a flash drive that is separate from its Narrative Response, and be clearly marked as the Cost Proposal.
By submitting a response to this RFP, Responder confirms it meets, understands, and will comply with the following mandatory requirements.
1. Pricing. The Master Agreement will be based on a minimum discount-off-list price structure (see Section 2.B.13). Orders, however, will be fixed-price or fixed-rate. Contractor or its authorized resellers may provide deeper or additional incremental discounts at their sole discretion. Pricing is based on a quantity of one. Contractor may offer additional bulk, quantity, or volume discounts, and Contractor may offer increased discounts upon achievement of contract volume milestones.
2. Price Structure.
a. Baseline Price List. The Baseline Price List will be used by a Purchasing Entity to verify pricing and by the Lead State Administrator to verify pricing of any proposed Product additions.
Responder must designate a “Baseline Price List” (e.g. MSRP, List, or Education) on the applicable Price Workbook(s).
Responder must submit the Baseline Price List with the Cost Proposal response. The submitted Baseline Price List must be used to complete the Price Workbook. The Baseline Price List should be dated November 1, 2020. If Responder submits a Baseline Price List for an alternative date, the proposed pricing for the MNIT Minimum Acceptable Standards must be representative of an order placed on November 1, 2020.
b. Minimum Discount by Band. Responder must provide a discount schedule off the Baseline Price List for each proposed Band for a quantity of one unit. Responder is to base its proposed discounts on the collective volume of potential purchases by the Participating Entities. The Minimum Discount will apply to all products within the Band, unless a product falls under a Category discount or Third-Party Product discount.
c. Minimum Discount by Category. Responder may define additional categories within a Band. The category discounts may be higher or lower than the minimum discount by Band. For example, if a responder proposes a minimum discount of 50% for Band 1, the responder may also create additional categories “Laptop Brand X” and “Laptop Brand Y,” and offer a minimum discount of 45% and 60%, respectively for these additional categories
d. Third-Party Product Discounts. Responder may offer third-party products. If Responder offers third-party products, Responder should provide a discount schedule off the Baseline Price List for third-party products in the applicable Cost Workbook.
e. Volume-Based Pricing. Responder may provide additional volume-based pricing discounts for per transaction and cumulative volume purchases. Examples of bulk pricing models are included in Section 6.I. Responders may propose how they will provide deeper discounts including, but not limited to:
1. Per Transaction Multiple Unit Discount. Responder may propose a contractual volume discount program or plan based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase. Include in the applicable Price Workbook a table indicating the additional discount percentage to be earned by volume purchased by transaction.
2. Cumulative. Responder may propose a cumulative volume discount based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. Include in the applicable Price Workbook a table indicating the additional discount percentage to be earned by cumulative volume purchased.
3. Other Discounts. Describe in the applicable Price Workbook any additional discounts available to Participating Entities.
f. Services. Responder must describe all available options for pricing services in the Price Workbooks such as discount off list, hourly fees, per unit fees, etc.
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g. Prompt Payment Discount (if applicable). Responder must describe any Prompt Payment discount (if available) to be offered in the applicable Price Workbook.
3. Price Workbooks. Price Workbooks will be used to evaluate responses to the RFP as described in Section 5. For each Band proposed, Responder must complete the corresponding Price Workbook, which includes five worksheets.
In the Price Workbook, Responder must use the proposed minimum percentage discount from the Baseline Price List for a “quantity one” purchase.
Price Workbooks have been included in Section 6.H. There are a total of three workbooks:
• Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets • Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets • Band 3: Servers and Storage
INSTRUCTIONS:
1. Each Price Workbook contains five worksheets. Responder is to fill in the blue shaded fields on each worksheet.
2. The Price Workbooks are locked, however, there is not a password and Responder may revise a worksheet as needed to provide the information requested in the blue shaded fields.
4. Minnesota IT Services (MNIT) Minimum Acceptable Standards. Attached to the RFP as Attachments J and K in Section 6 are the MNIT Minimum Acceptable Standards for Bands 1, 2, and 3.
When brand name or manufacturer’s name or numbers are stated in the MNIT Minimum Acceptable Standards, they are intended to establish a standard only and are not restrictive unless the Attachment states: “No Substitute.” Responses may be considered on other alternate makes, models, or brands having comparable quality, style, and performance characteristics. Any alternates included in a response are subject to Lead State approval.
If any proposed alternates are deemed unacceptable by the Lead State, the Lead State will contact the responder(s) that have deficient alternates, explaining the deficiency, and provide the responder(s) with one opportunity to propose a new, acceptable alternate within a set number of business days. All responders with deficient alternates will be given the same number of business days to attempt to provide an acceptable alternate. Responders unable to propose an acceptable alternate through this one-time process will be excluded from the Standard in which they are deficient.
5. Products and Services Schedule (PSS). Responder must submit with the Cost Proposal a proposed Product and Services Schedule including all the products and services offered within each proposed Band. The PSS should be submitted in Excel format. A sample PSS has been provided in Section 6.F. Submission of a product or service on the sample PSS does not guarantee that it will be approved to be included in a resulting Master Agreement. The products, services, and format for the final PSS will be finalized during negotiations.
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SECTION 5: EVALUATION PROCESS
Except at the invitation of the Master Agreement Administrator, no activity or comments from responders regarding this RFP shall be discussed with any of the sourcing team during the RFP or evaluation of the responses. A responder who contacts a sourcing team member regarding this RFP may, as a result of that contact, have its response rejected or portions thereof.
Non-selection of any response means that either another response was determined to be more advantageous to the Lead State, or that the Lead State exercised its right to reject all responses. At its discretion, the Lead State may perform an appropriate cost and pricing analysis of a responder’s response, including the reasonableness of any response. During the evaluation process, all information concerning the responses submitted will remain private and will not be disclosed to anyone whose official duties do not require such knowledge. At any time during the evaluation, the Lead State may request that a responder provide explicit written clarification to any part of its response.
Responses are private or nonpublic data as defined by Minn. Stat. § 13.591 until the completion of the evaluation process. The Lead State will provide notice of the evaluation results.
If only one response for a Band is submitted to the RFP, the Lead State reserves the right to review the response submitted for compliance and to award without assigning points, or to reject the offer and re-issue the RFP, whatever is in the Lead State’s best interest.
Notwithstanding anything to the contrary, the Lead State reserves the right to:
• Accept all or part of an offer, to reject any and all offers, to cancel the RFP, or to re-issue the RFP, • Waive or modify any informalities, irregularities, or inconsistencies in the responses received, • Negotiate any aspect of the proposal with any responder and negotiate with more than one responder, • Select for negotiations or a Master Agreement, a response other than that with the lowest cost, • Request a Best and Final Offer, • Interview a responder’s key personnel, • Suspend or terminate negotiations, or take such other action as the Lead State deems appropriate, if negotiations
fail to result in a successful Master Agreement, • Eliminate an item from consideration for all responses, • For evaluating pricing on a given item where a responder did not submit a response for that item, use the highest
price item of all responses received, • Request additional pricing items for consideration, • Clarify pricing with responder(s), and • Include options, quantity discounts, and services for basis of calculating the cost utilized in evaluation.
Prompt pay discount will be applied when evaluating cost as detailed in the Terms and Conditions or as otherwise specified in the RFP.
PHASES.
Phase 1 – Responsiveness and Pass/Fail Requirements
The purpose of this phase is to determine if each response complies with mandatory requirements. The Lead State will first review each proposal for responsiveness to determine if the Responder satisfies all mandatory requirements. The Lead State will evaluate these requirements on a pass/fail basis.
Phase 2 – Evaluate Responses
Only those responses that are found to be responsive under Phases 1 will be considered in Phase 2. Responses will be evaluated and scored in a three-step process:
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47 SECTION 5: EVALUATION PROCESS
Step 1. Weighted scoring of Product Deployment and Ability to Perform proposal sections, as follows:
Product Deployment and Ability to Perform
Product Deployment 200 Points (Section 3.A) Ability to Perform 800 Points (Section 3.B) TOTAL 1000 Points
Step 2. The Lead State reserves the right to shortlist responders in each Band. The shortlist for each Band will be based on the scores awarded in Step 1 and the ability of the responders selected for the shortlist to meet the needs of the anticipated Participating Entities as outlined in the RFP.
Step 3. Weighted scoring of Accessibility, Environmental, Business Capabilities, Customer Support, and Cost proposal sections based on the remaining responses. Reference checks may be included in this Step at the discretion of the Lead State. The proposal sections of the remaining responders will be scored as follows:
References, Work Plan, and Cost Proposal
Accessibility 50 Points Environmental 50 Points (Section 3.C) Business Capabilities 300 Points (Section 3.D) Customer Support 200 Points (Section 3.E) Cost 400 Points TOTAL 1000 Points
The Lead State will separate all responsive proposals in Step 3 into groups by Band. Responders with responsive proposals in multiple Bands will be given a Cost score for each Band.
Phase 3 - Select Finalists. Only those responses that are found to be responsive under Phases 1 and 2 will be considered in Phase 3.
The Lead State reserves the right to request oral presentations, references, Best and Final offers by from responders, and the opportunity to interview a responder’s key personnel. The Lead State reserves the right to select the number of responders for the Best and Final offer, oral presentations, and to enter into negotiations. Consistent with Minnesota law, evaluation scores may be revised as a result of the responses to the oral presentations, Best and Final Offer, and/or negotiations.
An award from this RFP will be based upon the total accumulated points as established in the RFP, where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this RFP to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. The Lead State reserves the right to make awards by Band. Responders that include products in multiple Bands may not be awarded all Bands for which they have submitted a response.
The Sourcing Team will make recommendations on the award of this RFP. The Commissioner of Administration or their designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and provided to the NASPO ValuePoint Management Board for approval.
Phase 4. Sign Master Agreement with Awarded Vendor.
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48 CHECKLIST
CHECKLIST
This list may not be comprehensive, read the RFP thoroughly for information required in this RFP. All required information must be completed and returned with the response or the response may be rejected.
Narrative Response. Responses to the Requirements of Sections 3.A-E should be provided in the order presented in the RFP, clearly marked and tabbed. The response should describe how the responder will meet the requirement. For Sections without specific requirements or responses needed, a responder may add an acknowledgement that they read, understand, and comply with that Section.
Provide two digital copies of the Narrative Response. Each digital copy of the Narrative Response must be provided on its own flash drive, and each flash drive should be marked “Narrative Response.” Each digital copy of the Narrative Response should include:
• An electronic searchable PDF, and • One editable Word document.
Signed Addendums to the RFP (if applicable). Include any required signed addenda as one PDF with the Narrative Response submission.
Solicitation Response Forms.
Include the following completed forms with the Narrative Response submission. Forms that require a signature may be physically-signed and scanned into PDF format or signed electronically via a signing software that includes verification capabilities such as DocuSign.
Responder Declarations State of Minnesota Workforce Certificate Information Form State of Minnesota Equal Pay Certificate Form Contact Information Form State of Minnesota Resident Vendor Form Solicitation Terms, Conditions, and Response Requirements Exception Form Voluntary Product Accessibility Template® (VPAT®).
Note regarding the VPAT: Responders should complete, in an accessible format, a VPAT for all websites proposed in response to the solicitation. Responders can use the 508 VPAT form from the ITIC VPAT site (https://www.itic.org/policy/accessibility/vpat). See Section 2.A.14 for additional information and instruction.
Attachment J, MNIT Minimum Acceptable Standards for Bands 1 and 2 (if applicable) Attachment K, MNIT Minimum Acceptable Standards for Band and 3 (if applicable)
Do not include the Cost Proposal with the Narrative Response.
Cost Proposal. Provide one complete digital copy of the Cost Proposal on a flash drive. The Cost Proposal must be submitted on a flash drive separate from the Narrative Response, and the drive should be marked “Cost Proposal.” The digital copy of the Cost Proposal must include:
• Responses to Section 4, • Baseline Price List, • Proposed Product and Services Schedule, and • Price Workbooks for all applicable Bands, including all tabs.
The Cost Proposal should be submitted in the following formats:
• Responses to Section 4 in either a searchable PDF or Word document, and • The Baseline Price List, Proposed Product and Services Schedule, and Price Workbooks should be submitted
as unlocked Excel documents.
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https://www.itic.org/policy/accessibility/vpat
49 SECTION 6: ATTACHMENTS
SECTION 6: ATTACHMENTS
A. Solicitation Question Form
B. Solicitation Response Forms
C. Sample NASPO ValuePoint Contract
D. Participating States’ Sample Terms & Conditions
E. Action Request Form Sample
F. Product and Service Schedule Sample
G. Detail Sales Report Template
H. Price Workbooks
I. Bulk/Volume Pricing Examples
J. MNIT Minimum Acceptable Standards for Bands 1 and 2
K. MNIT Minimum Acceptable Standards for Band 3
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50 SECTION 6: ATTACHMENTS
SOLICITATION QUESTION FORM
NASPO ValuePoint COMPUTER EQUIPMENT
DUE: DECEMBER 14, 2020
RESPONDER NAME:
Use this form to submit questions to the Lead State during the Question and Answer period of the RFP.
Questions must be submitted in writing to Master Agreement Administrator at Andy.Doran@state.mn.us (see Sections 2.A.4 and 2.A.7). All questions received by the cutoff date and time will be responded to via an addendum to official solicitation holders. Be specific and cite the section, item and page number to which the question refers. Contact regarding this RFP with any state personnel other than the Master Agreement Administrator may result in rejection of the response. See Schedule of Events for when questions are due (see Section 2.A.4).
SECTION REFERENCE QUESTION:
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mailto:Andy.Doran@state.mn.us
51 SOLICITATION RESPONSE FORMS
SOLICITATION RESPONSE FORMS
1. The following forms must be completed and returned with your response or the response may be rejected:
• Responder Declarations;
• State of Minnesota Workforce Certificate Information Form;
• State of Minnesota Equal Pay Certificate Form;
• Contact Information Form;
• State of Minnesota Resident Vendor Form; and
• Terms, Conditions, and Response Requirements Exception Form.
2. Voluntary Product Accessibility Template (VPAT). Responders should complete and submit a VPAT (see Sections 2.A.14 and 2.C.13) with their response.
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52 SOLICITATION RESPONSE FORMS
RESPONDER DECLARATIONS The undersigned certifies, to the best of his or her knowledge and belief, that:
A. Acceptance of Terms and Conditions. The Responder accepts terms and conditions of the Solicitation, including the Sample Master Agreement, except for any term or condition that the Responder takes a specific exception to through the Terms, Conditions, and Response Requirements Exception Form (see Section 6.B).
B. Response Contents. The information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from the award as well as subject the Responder to suspension or debarment proceedings as well as other remedies available by law
C. Authorized Signature. This Declaration is signed by the appropriate person(s), with the authority to contractually bind the Responder, as required by applicable articles, bylaws, resolutions, minutes, and ordinances.
D. Non-Collusion Certification.
1. The Proposal has been arrived at by the Responder independently and has been submitted without collusion and without any agreement, understanding or planned common course of action with any other vendor designed to limit fair or open competition; and
2. The contents of the Response have not been communicated by the Responder or its employees or agents to any person not an employee or agent of the Responder and will not be communicated to any other individual prior to the due date and time of this Solicitation. Any evidence of collusion among Responders in any form designed to defeat competitive responses will be reported to the Minnesota Attorney General for investigation and appropriate action.
E. Organizational Conflicts of Interest. To the best of Responder’s knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons,
1. a vendor is unable or potentially unable to render impartial assistance or advice to the State; 2. the vendor’s objectivity in performing the contract work is or might be otherwise impaired; or 3. the vendor has an unfair competitive advantage.
If after award, an organizational conflict of interest is discovered, an immediate and full disclosure in writing must be made to the Lead State’s Chief Procurement Officer which must include a description of the action which 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 Lead 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, the Lead State may terminate the contract for default. Organizational conflicts of interest terms apply to any subcontractors for this work.
F. Copyrighted Material Waiver. By signing its Response, the Responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response.
SIGNATURE PAGE TO FOLLOW
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53 SOLICITATION RESPONSE FORMS
By signing this form, Responder acknowledges and certifies compliance with all applicable requirements indicated above.
Company Name:
Signature:
Printed Name:
Title:
Date:
Phone Number:
Email Address:
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54 SOLICITATION RESPONSE FORMS
STATE OF MINNESOTA – WORKFORCE CERTIFICATE INFORMATION Required by state law for ALL bids or proposals that could exceed $100,000
Complete this form and return it with your bid or proposal. The State of Minnesota is under no obligation to delay proceeding with a contract until a company becomes compliant with the Workforce Certification requirements in Minn. Stat. §363A.36.
BOX A – COMPANIES that have employed more than 40 full-time employees WITHIN MINNESOTA on any single working day during the previous 12 months, check one option below:
☐ Attached is our current Workforce Certificate issued by the Minnesota Department of Human Rights (MDHR).
☐ Attached is confirmation that MDHR received our application for a Minnesota Workforce Certificate on (date).
BOX B – NON-MINNESOTA COMPANIES that have employed more than 40 full-time employees on a single working day during the previous 12 months in the state where it has its primary place of business, check one option below:
☐ Attached is our current Workforce Certificate issued by MDHR.
☐ We certify we are in compliance with federal affirmative action requirements.
BOX C – EXEMPT COMPANIES that have not employed more than 40 full-time employees on a single working day in any state during the previous 12 months, check option below if applicable:
☐ We attest we are exempt. If our company is awarded a contract, upon request, we will submit to MDHR within 5 business days after the contract is fully signed, the names of our employees during the previous 12 months, the date of separation, if applicable, and the state in which the persons were employed. Send to compliance.MDHR@state.mn.us.
By signing this statement, I certify that the information provided is accurate and that I am authorized to sign on behalf of the company.
Name of Company: Date
Authorized Signature: Telephone number:
Printed Name: Title:
For assistance with this form, contact: Minnesota Department of Human Rights, Compliance Services
Web: http://mn.gov/mdhr/ TC Metro: 651-539-1095 Toll Free: 800-657-3704 Email: compliance.mdhr@state.mn.us TTY: 651-296-1283
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
mailto:compliance.MDHR@state.mn.us http://mn.gov/mdhr/ mailto:compliance.mdhr@state.mn.us
55 SOLICITATION RESPONSE FORMS
STATE OF MINNESOTA – EQUAL PAY CERTIFICATE
If your response could be in excess of $500,000, please complete and submit this form with your submission. It is your sole responsibility to provide the information requested and when necessary to obtain an Equal Pay Certificate (Equal Pay Certificate) from the Minnesota Department of Human Rights (MDHR) prior to contract execution. You must supply this document with your submission. Please contact MDHR with questions at: 651-539-1095 (metro), 1- 800-657-3704 (toll free), 711 or 1-800-627-3529 (MN Relay) or email at compliance.MDHR@state.mn.us.
Option A – If you have employed 40 or more full-time employees on any single working day during the previous 12 months in Minnesota or the state where you have your primary place of business, please check the applicable box below:
Attached is our current MDHR Equal Pay Certificate.
Attached is MDHR’s confirmation of our Equal Pay Certificate application.
Option B – If you have not employed 40 or more full-time employees on any single working day during the previous 12 months in Minnesota or the state where you have your primary place of business, please check the box below.
We are exempt. We agree that if we are selected we will submit to MDHR within five (5) business days of final contract execution, the names of our employees during the previous 12 months, date of separation if applicable, and the state in which the persons were employed. Documentation should be sent to compliance.MDHR@state.mn.us.
The State of Minnesota reserves the right to request additional information from you. If you are unable to check any of the preceding boxes, please contact MDHR to avoid a determination that a contract with your organization cannot be executed.
Your signature certifies that you are authorized to make the representations, the information provided is accurate, the State of Minnesota can rely upon the information provided, and the State of Minnesota may take action to suspend or revoke any agreement with you for any false information provided.
Authorized Signature: Printed Name: Organization: Issuing Entity:
Date: Title: MN/Fed Tax ID: Project # or Lease Address:
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mailto:compliance.MDHR@state.mn.us mailto:compliance.MDHR@state.mn.us mailto:compliance.MDHR@state.mn.us
56 SECTION 6: ATTACHMENTS
CONTACT INFORMATION FORM
PRIMARY CONTACT PERSON FOR MASTER AGREEMENT
NAME: TITLE:
TELEPHONE NUMBER: FAX NUMBER:
TOLL FREE NUMBER: E-MAIL:
CONTACT PERSON TO EXPEDITE ORDERS (if different from above):
NAME: TITLE:
TELEPHONE NUMBER: FAX NUMBER:
TOLL FREE NUMBER: E-MAIL:
ORDER ADDRESS
STREET/PO BOX:
CITY/STATE: ZIP CODE:
TELEPHONE NUMBER: FAX NUMBER:
TOLL FREE NUMBER: E-MAIL:
REMIT-TO ADDRESS
STREET/PO BOX:
CITY/STATE: ZIP CODE:
TELEPHONE NUMBER: FAX NUMBER:
TOLL FREE NUMBER: E-MAIL:
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57 SECTION 6: ATTACHMENTS
STATE OF MINNESOTA – RESIDENT VENDOR FORM
In accordance with Minn. Stat. § 16C.02, subd. 13, a “Resident Vendor” means a person, firm, or corporation that:
1. is authorized to conduct business in the state of Minnesota on the date a solicitation for a contract is first advertised or announced. It includes a foreign corporation duly authorized to engage in business in Minnesota;
2. has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought;
3. has a business address in the state; and 4. has affirmatively claimed that status in the bid or proposal submission.
To receive recognition as a Minnesota Resident Vendor (“Resident Vendor”), your company must meet each element of the statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status, you should do so by submitting this form with your bid or proposal.
Resident Vendor status may be considered for purposes of resolving tied low bids or the application of a reciprocal preference.
I hereby certify that the company listed below:
1. Is authorized to conduct business in the State of Minnesota on the date a solicitation for a contract is first advertised or announced. (This includes a foreign corporation duly authorized to engage in business in Minnesota.) Yes ☐ No ☐ (must check yes or no)
2. Has paid unemployment taxes or income taxes in the State of Minnesota during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought. Yes ☐ No ☐ (must check yes or no)
3. Has a business address in the State of Minnesota. Yes ☐ No ☐ (must check yes or no)
4. Agrees to submit documentation, if requested, as part of the bid or proposal process, to verify compliance with the above statutory requirements. Yes ☐ No ☐ (must check yes or no)
By signing below, you are certifying your compliance with the requirements set forth herein and claiming Resident Vendor status in your bid or proposal submission.
Name of Company: Date:
Authorized Signature: Telephone:
Printed Name: Title:
If you are claiming Resident Vendor status, sign and return this form with your response.
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58 SECTION 6: ATTACHMENTS
TERMS, CONDITIONS, AND RESPONSE REQUIREMENTS EXCEPTION FORM
NASPO ValuePoint COMPUTER EQUIPMENT RFP
RESPONDER:
The Lead State presumes a responder agrees to the terms and conditions of this solicitation unless a responder takes specific exception to one or more of the conditions on this form. The Lead State reserves the right to reject, negotiate, or accept any exception listed. Responders are cautioned that by taking any exception they may be materially deviating from the RFP. If a responder materially deviates from the Solicitation Terms, Conditions, and Instructions, the NASPO ValuePoint Terms and Conditions, the Minnesota Terms and Conditions, the Response Requirements, or the Sample Contract, its response may be rejected (see Section 2.A.18).
INSTRUCTIONS: A responder must explicitly list all exceptions, if any. Reference the Section and clause number of the term and condition for each of a responder’s exceptions, and include the original language, and the alternative language suggestions. If no exceptions exist, state "NONE" specifically on the form below. Whether or not exceptions are taken, the responder must sign and date this form and submit it as part of their response. (Add additional lines if necessary.)
Section Reference Original Term Alternate Language Suggestion
Prepared by: Printed Name Signed Date:
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59 SECTION 6: ATTACHMENTS
SAMPLE NASPO ValuePoint MASTER AGREEMENT
The Sample NASPO ValuePoint Master Agreement is attached as a PDF to this RFP, and available at: http://www.mmd.admin.state.mn.us/pdf/Section6AttachmentC_SampleMasterAgreement.pdf
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
http://www.mmd.admin.state.mn.us/pdf/Section6AttachmentC_SampleMasterAgreement.pdf
60 SECTION 6: ATTACHMENTS
PARTICIPATING STATES’ SAMPLE TERMS & CONDITIONS
Terms and Conditions will be negotiated with individual states after award of the Master Agreement. All States reserve the right to add additional terms and conditions to participating addendums.
The following States have provided samples:
1. Alaska
2. California
3. Colorado
4. Connecticut
5. Hawaii
6. Maryland
7. Montana
8. New Jersey
9. New Mexico
10. Ohio
11. Utah
12. Vermont
13. Washington
14. Wisconsin Sample terms and conditions are attached as a separate PDF to this RFP, and available at: http://www.mmd.admin.state.mn.us/pdf/Section6AttachmentD_StatesTermsAndConditions.pdf
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
http://www.mmd.admin.state.mn.us/pdf/Section6AttachmentD_StatesTermsAndConditions.pdf
61 SECTION 6: ATTACHMENTS
ACTION REQUEST FORM SAMPLE
DATE:
ATTN: Andy Doran IT Acquisitions Supervisor Master Agreement Administrator
RE: Master Agreement # MNNVP – with (Contractor)
Contractor requests the action noted below. If needed, a Product and Service Schedule has been submitted online or is attached for approval by the Lead State.
Contact person for questions on this request:
Name: Email: Phone:
SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION:
☐ Quarterly Self-Audit. Check the box to verify the quarterly self-audit has been completed.
☐ Product & Service Schedule Change.
☐ Product Addition:
Band: Proposed Discount (must meet or exceed):
☐ Third Party Product Addition. The Third-Party Product Log has been updated, if applicable.
Band: Manufacturer: Proposed Discount (must meet or exceed):
☐ Marketing Approval. Attach materials.
☐ Website Change Review. Describe and attach.
☐ Miscellaneous Inquiry. Provide detail:
Contractor affirms that the Products and Services provided meet the terms and conditions of the Master Agreement and understands NASPO ValuePoint may audit Contractor for compliance.
The Lead State may request additional information from Contractor upon submission. The Lead State also reserves the right to request Contractor to remove a product from the PSS, even if it was previously approved, throughout the life of the Master Agreement if in the best interest of the Lead State and at its sole discretion.
By:
Name: Title: Date:
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62 SECTION 6: ATTACHMENTS
ACTION REQUEST LOG
The Action Request Log must be submitted with each Action Request Form. This Log must provide a history of previously submitted requests.
DATE SUBMITTED ACTION REQUESTED: DATE
APPROVED
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63 SECTION 6: ATTACHMENTS
THIRD-PARTY PRODUCT LOG
The Third-Party Product Log must be submitted with each Action Request Form. This Log must provide a current list of all third-party manufacturers that Contractor offers on its PSS.
DATE SUBMITTED THIRD-PARTY MANUFACTURER DATE
APPROVED
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64 SECTION 6: ATTACHMENTS
PRODUCT AND SERVICE SCHEDULE
See the attached Sample Product and Service Schedule in Excel format. http://www.mmd.admin.state.mn.us/xls/Section.6.Attachment.F_Sample.PSS.xlsx
DETAILED REPORTING SAMPLE
See the attached Detail Sales Report Template in Excel format. http://www.mmd.admin.state.mn.us/xls/Section.6.Attachment.G_Detail.Report.Template.xlsx
PRICE WORKBOOKS
Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1PriceWorkbook.xlsx Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2PriceWorkbook.xlsx
Band 3: Servers and Storage http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band3PriceWorkbook.xlsx
BULK/VOLUME PRICING EXAMPLES
Cumulative
$ Threshold Frequency Discount
$1,000,000-$2,000,000 Annually additional 1%
$2,000,000-$3,000,000 Annually additional 1.5%
$3,000,000-$4,000,000 Annually additional 2%
+ $5,000,000 Annually additional 2.5% Per Transaction Multi Unit
$ Threshold Discount
$75,000-$100,000 additional 1%
$100,000-$200,000 additional 1.5%
$200,000-$300,000 additional 2%
$300,000-$400,000 additional 2.5%
$400,000-$500,000 additional 3%
+ $500,000 additional 3.5%
Additional .5% for online orders
Cumulative
$ Threshold Frequency Discount
$2,000,000,000 and up Every $2 Billion “gate” additional .5% on all Bands
DocuSign Envelope ID: 05926950-3ACF-447D-9645-D8EB7C4ECDF3
http://www.mmd.admin.state.mn.us/xls/Section.6.Attachment.F_Sample.PSS.xlsx http://www.mmd.admin.state.mn.us/xls/Section.6.Attachment.G_Detail.Report.Template.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band1PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band2PriceWorkbook.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentH_Band3PriceWorkbook.xlsx
65 SECTION 6: ATTACHMENTS
Per Transaction Multi Unit
$ Threshold Discount
$50,000-$99,999 additional 1%
$100,000-$199,999 additional 2%
$200,000-$499,999 additional 4%
$500,000-$999,999 additional 6%
+ $1,000,000 (no maximum) additional 8% Cumulative
$ Threshold Frequency Discount
$5,000,001-$10,000,000 Duration of Master Agreement additional 1%
$10,000,001-$20,000,000 Duration of Master Agreement additional 1%
$3,000,000-$4,000,000 Duration of Master Agreement additional 1%
$20,000,001-$40,000,000 Duration of Master Agreement additional 1%
$40,000,001-$80,000,000 Duration of Master Agreement additional 1%
$80,000,001-160,000000 Duration of Master Agreement additional 1.5%
106,000,001-220,000,000 Duration of Master Agreement additional 2%
+ $220,000,000 Duration of Master Agreement additional 2.5%
NASPO ValuePoint Volume Pricing (per order) for Desktops and Notebooks
Number of Units Minimum Discount
1-99 Units XX%
100-500 Units XX%
+ 500 Units XX%
MNIT MINIMUM ACCEPTABLE STANDARDS FOR BANDS 1 AND 2
http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentJ_MNITMinimumAcceptableStandardsBands1&2.xlsx
Instructions for completing Attachment J, MNIT Minimum Acceptable Standards for Bands 1 and 2:
A responder should review Attachment J and complete all shaded fields with the requested information.
Attachment J has three worksheets for a responder to review and complete. If responder is not offering a product that meets any standard the responder can either leave the standard blank or may indicate “N/A” in the shaded field requiring the responder to provide a SKU.
A responder should complete a separate copy of Attachment J for each Band proposed.
MNIT MINIMUM ACCEPTABLE STANDARDS FOR BAND 3
http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentK_MNITMinimumAcceptableStandardsBand3.xlsx
Instructions for completing Attachment K, MNIT Minimum Acceptable Standards for Band 3:
A responder should review Attachment K and complete all shaded fields with the requested information.
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http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentJ_MNITMinimumAcceptableStandardsBands1&2.xlsx http://www.mmd.admin.state.mn.us/xls/29720Section6AttachmentK_MNITMinimumAcceptableStandardsBand3.xlsx
66 SECTION 6: ATTACHMENTS
Attachment K has two worksheets for a responder to review and complete. If responder is not offering a product that meets any standard the responder can either leave the standard blank or may indicate “N/A” in the shaded field requiring the responder to provide a SKU.
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11/4/2020 Solicitation Postings
www.mmd.admin.state.mn.us/process/admin/postings.asp 1/1
REFERENCE NUMBER: 29720
PURCHASING AGENCY: Admin/Office of State Procurement
TITLE: Computer Equipment (Desktops, Laptops, Servers, and Storage including related Peripherals & Services) CONTRACT AVAILABLE TO: NASPO ValuePoint Participating States
RESPONSE TO THIS SOLICITATION IS DUE NO LATER THAN 1/11/2021 AT 3:00 PM Central Time
SOLICITATION MEETING DATE: 11/20/20 at 3:00 PM , MEETING DETAILS: A pre-proposal meeting will be held remotely via Microsoft Teams for all interested responders to review any concerns regarding this RFP. Attendance at this meeting is NOT MANDATORY, but is recommended. See the Schedule of Events for date and time (Section 2.A.4). Interested responders will register to attend the webinar by sending an email to the Master Agreement Administrator. The registration email should include the interested responder’s name, and the name and email address of the person(s) attending the Pre-Proposal Webinar Meeting. The Master Agreement Administrator will send an invitation to the Pre-Proposal Webinar Meeting to all registered attendees by 10:00 AM CT on November 20, 2020.
SHIP TO ADDRESS: See Solicitation Document
A PDF copy of this solicitation is available. Click the button(s) below. Acrobat Reader is required. Important! Addenda to this solicitation will appear below the button for retrieving the original solicitation. Be sure to check for addenda prior to submitting your response.
Solicitation 29720.pdf
NOTES: The State of Minnesota, Department of Administration, Office of State Procurement is requesting proposals on behalf of the State of Minnesota and NASPO ValuePoint. The purpose of this Request for Proposal (“RFP”) is to establish Minnesota-led NASPO ValuePoint Master Agreement(s) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, Storage and Ruggedized Devices including related Peripherals & Services).
This RFP and any resulting contract are for qualified manufacturers only – responders that cannot provide verification that they are a manufacturer will not be considered. Manufacturers that do not sell products directly may receive a Contract Award, but they must clearly specify their relationship with sales partners as directed in the RFP.
Sealed responses must be received in the office of the Director of the Office of State Procurement and time-stamped no later than the date and time specified, at which time the names of the contractors responding to this RFP will be read. Late responses cannot be considered. The laws of Minn. Stat. Ch. 16C apply to this RFP.
For the purpose of this RFP, there are three product Bands identified below which may be awarded. Responders must only respond to Bands in which they manufacture the defined product. “Re-branding” a product that is manufactured by another company does not meet this requirement. The State of Minnesota (“Lead State”) intends to establish multiple awards per Band. The Lead State reserves the right to eliminate any Bands from the final award.
Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets
Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets
Band 3: Servers and Storage
Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Andy Doran, IT Acquisitions Supervisor, andy.doran@state.mn.us
Date This Solicitation Was Posted: 11/4/2020 5:12:53 PM
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EXHIBIT D
The Contractor’s response to the Solicitation insert link
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Response to State of Minnesota and NASPO ValuePoint Request for Proposal for Computer Equipment from HP Inc.
Narrative Response
March 18, 2021
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HP Inc. 1501 Page Mill Road Palo Alto, CA 94304-1126 www.hp.com January 11, 2021 Mr. Andy Doran, IT Acquisitions Supervisor State of Minnesota Department of Administration, Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 Dear Mr. Doran:
HP Inc. (HP) is pleased to submit our response to the State of Minnesota, Department of Administration, Materials Management Division Request for Proposal for Computer Equipment on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”). HP recognizes and appreciates the NASPO ValuePoint Cooperative Procurement Program takes effort, especially with the challenges faced this year, and stands ready to assist you in continuing these best-in-class efforts.
HP Inc. (formerly Hewlett-Packard Company) and NASPO ValuePoint have had a successful relationship, and HP has held a contract, for the past 21 years. As a worldwide company, HP ships a computer every 2 seconds. From January 1, 2020 through October 31, 2020, HP had over $540 million in sales under its current Master Agreement, showing the growth and our ability to perform and deploy products and services available under the contract that have been ordered, delivered, installed, and are in use across 38 states. In responding to this RFP, HP commits to continue our successful record of accomplishment and leverage our talents, resources and experience for the continued success of a Master Agreement to support Participating States and Purchasing Entities.
On December 2, 2020, HP was again named #1 on Newsweek’s “America’s Most Responsible Companies” list, retaining our top spot for two consecutive years.1 HP’s history of developing and supporting superior and highly reliable products is demonstrated by our rapid growth and recognition in the personal computer (PC) industry and our position as the #1 worldwide PC market leader due to our strong growth as reported by Gartner in Q3 20202. HP accounts for half of the PC shipments in the second quarter of 2020, up from 46.6% in the second quarter of 2019, showing our ability to perform and deploy products offered under an awarded contract.
HP’s proposed offering builds on many key technology and business differentiators, including:
• Security – Our PCs are built with hardware-enforced security features and layers of protection beyond the operating system to proactively prevent threats and quickly recover in the event of a breach—an important feature in the new world of working from home.
• Cost Savings – As a proven technology leader, HP has the experience, vision and products to provide solutions that yield substantial cost savings. During the last year, an estimated average of 97% of agency PC purchases across 38 states obtained competitive volume savings under the per transaction-volume pricing offered. That means only an average of 3% of systems were procured by agencies at the quantity
1 https://www.newsweek.com/americas-most-responsible-companies-2021 2 https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-
shipments-grew-2point8-percent-in-second-quarter-of- 2020#:~:text=Worldwide%20PC%20%20shipments%20totaled%2064.8,preliminary%20results%20 by%20Gartner%2C%20Inc
Todd Gustafson President, HP Federal LLC Vice President, HP US Public Sector Sales (617) 620-1390 todd.gustafson@hp.com Deborah Kaiser Contracts Administrator (281) 927-8498 deborah.kaiser@hp.com
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http://www.hp.com/ https://www.newsweek.com/americas-most-responsible-companies-2021 https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-shipments-grew-2point8-percent-in-second-quarter-of-2020#:%7E:text=Worldwide%20PC%20%20shipments%20totaled%2064.8,preliminary%20results%20by%20Gartner%2C%20Inc https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-shipments-grew-2point8-percent-in-second-quarter-of-2020#:%7E:text=Worldwide%20PC%20%20shipments%20totaled%2064.8,preliminary%20results%20by%20Gartner%2C%20Inc https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-shipments-grew-2point8-percent-in-second-quarter-of-2020#:%7E:text=Worldwide%20PC%20%20shipments%20totaled%2064.8,preliminary%20results%20by%20Gartner%2C%20Inc https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-shipments-grew-2point8-percent-in-second-quarter-of-2020#:%7E:text=Worldwide%20PC%20%20shipments%20totaled%2064.8,preliminary%20results%20by%20Gartner%2C%20Inc
one contract pricing for PCs since that is just the starting point. HP provides not only competitive volume pricing per transaction, cumulative and bulk savings, but also different options to meet requirements, as they vary by agency and by line of business. From spares, technology fees and custom services, our goal is to provide savings to help agencies manage their budgets. With the pandemic impacting market conditions and supply costs, which are always subject to volatility due to the nature of the industry, we believe our pricing offer has shown through the current contract that HP’s NASPO ValuePoint Computer contract provides the best value with the most savings.
• Dedicated Management Team – HP understands that cultivating a successful, long- term relationship requires a knowledgeable management team that consistently meets or exceeds expectations. HP will continue to provide the same assigned Primary Account Representative to support an awarded Master Agreement with day-to-day contract management with the support of the Vice President/General Manager of Public Sector Sales along with other management teams. Equally important is the U.S.-wide field team dedicated to support pre- and post-sales needs under this contract.
• Environmental Leadership – As an environmental leader, HP can help agencies reduce their carbon footprint through energy efficient products, reuse and recycling programs, and compliance with eco-label standards. Key achievements include the most EPEAT Gold registered products, a 50% reduction in energy consumption, and 21.5% recycled plastic used in HP business PCs and displays. HP’s efforts to innovate and design for a better environment and create accessible products represent a long- standing commitment.
• HP Business Partners and Preference Programs – Another advantage of HP’s proposal is the option for users to involve a local business and small economically disadvantaged, minority- or women-owned business including veteran-owned business partners.
• Website Capabilities – HP has an established e-Commerce web-based contract portal and state sites that provide the mandatory and desirable options outlined in this response. On-line quotes, ordering, order feedback, order status, order history, and various order approval levels are all benefits of the HP web offering.
• Customer Satisfaction – HP’s emphasis on quality, customer satisfaction and total customer experience is a top priority for us. HP strives to provide the best experience, from placing an order for one unit, to project/standards initiation, to implementation and support. HP’s goal is to exceed your expectations.
• Superior Products – The quality and diversity of HP PC products assure enduring choices, dependability, and low product lifecycle costs. Our emphasis on stability and supportability translates into reliable products that require less maintenance and less frequent software image updates. Moreover, HP’s commitment to providing compatibility and cost-effective hardware upgrade options provides outstanding investment protection with the addition of custom and value-added services to wrap around your device to provide a solution, not just a product.
NASPO ValuePoint’s Lead State and Participating States can have confidence awarding a contract to HP. HP is passionate about customer needs and takes seriously each and every request, regardless of size. Meeting a customer request—whether a quote, standards, warranty service, value-add services or technology advice—has the care, attention and focus of the HP team. HP is unsurpassed in not only meeting the needs of today, but also in preparing to meet the needs of tomorrow.
Additionally, HP accepts the Master Agreement Terms and Conditions, as required by Section 2 (Master Agreement Terms and Conditions), which includes our proposed clarifications and modifications that can be found in the Solicitation Terms, Conditions, and Response Requirements Exception Form included with the Narrative Response.
HP appreciates the opportunity to offer this proposal that leverages the full value of HP’s industry-leading computing products, demonstrated experience, and world-class services.
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Important Notice If HP's proposal is submitted in both electronic and hard copy formats and the contents differ, only the hard copy will constitute the valid HP proposal. If no hard copy is submitted and if the content differs between the PDF version and any other electronic format, only the PDF version will constitute the valid HP proposal.
© Copyright 2021 HP Development Company, L.P.
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Table of Contents Section 3: Response Requirements ..................................................................................... 7
A. Response Requirements: Product Deployment ..................................................... 7 B. Response Requirements: Ability to Perform ........................................................ 15 C. Response Requirements: Environmental ............................................................. 46 D. Response Requirements: Business Capabilities .................................................. 57 E. Response Requirements: Customer Support ....................................................... 70
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Section 3: Response Requirements A Word version of the Section 3, Response Requirements is available at: http://www.mmd.admin.state.mn.us/doc/Section3_ResponseRequirements.docx A. Product Deployment B. Ability to Perform C. Environmental D. Business Capabilities E. Customer Support
A. Response Requirements: Product Deployment
This Section requires a Narrative Response. In the Narrative Response, Responder should clearly identify the applicable Section. The Narrative Response must fully describe and provide detail about how the proposal satisfies each requirement. The Lead State reserves the right to only evaluate information explicitly included in these forms in the evaluation of the Section to which it applies. 1. Bands Offered. Responder must indicate which Bands they are proposing products in:
☑ Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets
□ Band 2: Personal Computing Devices – Non-Windows Operating System: Desktops, Laptops, and Tablets
□ Band 3: Servers and Storage
Response:
Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets HP Inc. (HP) is responding to Band 1 for HP-branded commercial Desktops, All-In-Ones (AIO), Workstations, Cloud Clients, Retail Point of Sale (RPOS), Laptops (Notebooks), Tablets, Chromebooks, associated options, accessories and peripherals such as Monitors, and MFD/Printers including third-party products, options and peripherals as approved and authorized under Band 1 by the Lead State. An overview of HP products and third-party products within Band 1 is provided below.
HP Commercial Personal Computers HP Commercial PCs are highly differentiated in the industry with respect to sustainability and security. HP offers the world's most sustainable PC portfolio. HP PCs are designed to help customers create greater product value, accelerate the transition to a circular and low- carbon economy, and mitigate the effects of climate change. Further, HP offers the world’s most secure and manageable PCs, engineered with hardware-enforced security features to protect, detect, and recover from cyber-attacks. HP Commercial PCs are optimized for use by enterprise and public sector customers, with a focus on robust design, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments.
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HP Desktops HP Desktop and All-In-One platforms span HP Elite and HP Pro offerings, in addition to HP Chromebox products. Across the portfolio, these HP solutions incorporate features such as the HP Total Test Process (120,000 hours of testing), MIL-STD testing, 12-month to 18- month lifecycles, a range of security offerings, and tool-free serviceability.
HP Notebooks Similar to our Desktop platforms, HP Laptop (Notebook) products are offered in HP Elite, HP Pro, and HP branded offerings, in addition to HP Chromebook products. Chromebooks are available in standard clamshell designs and x360 (convertible) form factors. Tablet PC offerings are available via our detachable x2 form factor products. Across the portfolio, HP solutions incorporate features such as the HP Total Test Process (120,000 hours of testing), MIL-STD testing, 12-month to 18-month lifecycles, a range of security offerings, and up to 3-year warranties.
HP Thin Clients Cloud Clients consist of Desktop, Mobile, and Zero Client platforms. HP thin clients are the world’s most secure and comprehensive thin client portfolio for cloud computing and beyond. Every HP thin client is purpose-built with IT Decision Makers in mind. We made them easy-to-deploy and manage, long-lasting, secure, and powerful to enable effortless transition to VDI or cloud computing. The versatile HP portfolio provides the freedom to choose a modern endpoint solution that’s right for the end user. Each is available in performance configurations perfect for SMBs up to the enterprise. Built-in software simplifies deployment and management in complex environments.
HP Workstations HP offers one of the broadest ranges of professional Workstations in the industry. These high-performance computing solutions are designed to fit the needs of many vertical industry audiences, for high-performance and demanding application environments including Z desktop workstations and Z mobile workstations. As a family, Z by HP offers several different options, and all are tested and ISV-certified to help increase the efficiency and productivity of our customers. Workstation highlights include advanced industrial design with tool-free customization, the world's most secure workstation products that are tested beyond industry standards with certifications for every industry, stable and consistent offerings to protect long term investments, and features unique to the Workstation industry including HP DreamColor displays (featuring a palette of over one billion colors), HP Performance Advisor (ensure your Z by HP product is operating at its peak potential), and HP Remote Graphics Software, ZCentral Remote Boost (seamless remote access to Z by HP products).
HP Retail Point of Sale The HP Retail Point of Sale portfolio includes a range of purpose-built solutions. These solutions include All-in-One, Convertible, Modular, Mobile and Point of Sale System solutions, in addition to a range of retail peripherals.
HP Monitors The HP Monitor portfolio consists of premium, mainstream, and essential offerings. The Z by HP premium lineup provides the best visual compute experience, with an emphasis on the finest industrial design, best color accuracy, highest performance, full ergonomics, and
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expanded connectivity. The E-Series mainstream products are designed with well-being, comfort, and productivity in mind with features like HP Eye Ease (low blue light filter), full ergonomics, and expanded connectivity. The P-Series family provides essential features with a focus on value and incorporates basic ergonomic capability and connectivity. All monitor families also provide stable lifecycles, energy efficiency, direct mount compatibility with select Desktop and Workstation form factors, and long warranties.
HP and Third-Party Peripherals
Third-Party Manufacturers HP offers a wide array of third-party manufacturers’ products to complement Purchasing Entities’ purchases within the scope of an awarded contract. Examples include:
• Products from Gamber Johnson, Havis, Airgain and Cradlepoint that combine to create full rugged computing ecosystems
• Backpacks, cases, shells and sleeves from Targus, Gumdrop, MAXCases and Thule to give Purchasing Entities the solutions they need to protect their notebooks
HP Peripherals HP Peripherals include HP-branded multi-function devices, printers, large format printers and scanners and their associated options and accessories, and Care Pack warranty break-fix options as allowed by the threshold and State Participating Addendum.
• HP MFP and Printers offer the highest level of security in the industry, including security features that can detect security breaches before they occur, notify the user of abnormalities, and automatically reboot in the event of an attack or anomaly because we have the industry’s only upgradable firmware (HP FutureSmart), with security enhancements protecting your investment for years to come. All products include our standard One-Year Limited Warranty with a variety of extended warranties available under HP Care Packs to cover products up to five years. HP was recently chosen by Buyers Lab as the Most Reliable Business Printer and MFP Brand 2018-2021.
• HP Branded Large/Wide Format Printers offer the most versatile, efficient, and robust solutions. HP large-format printers are the most secure in the Industry. The newest models come equipped with industry-leading security features such as HP SecureBoot (protecting the device/bios), whitelisting (helping to prevent malicious code), and encrypted HDD (keeping the data secure). HP DesignJet and PageWide XL large-format printers are robust and reliable – many end-users are still printing with devices that are 5, 10, or even 15 years old. With routine maintenance in a standard office environment, HP large-format printers are capable of printing for many years. The most common warranty for an HP DesignJet printer is 1 year; additional coverage is available for purchase under HP Care Packs up to 5 years.
• HP Branded Scanners include easy-to-use scanners that help you manage documents and improve workflow. The EveryPage technology gives you confidence that every document is properly scanned every time. The network scanners, the 8500 fn2 and the N9120 fn2, are the world’s most secure scanners with real-time threat detection, automated monitoring and built-in software validation. HP scanners were designed for high usage and a long life and can last even longer with simple routine maintenance such as cleaning and replacing ADF rollers. Care Packs (extended warranties) are available for purchase to cover products for up to five (5) years and can include product exchange or on-site service.
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2. Product Deployment. Responder must provide a high-level description of their proposed product’s deployment in the following industries in the United States. The complete description should not exceed one page per industry, per Band.
a. State and local government; b. K-12 Education; c. Higher Education; and d. Federal government. Response: A high-level description of HP’s deployment in each of these industries in the United States is provided on the following pages.
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Band 1 - State and Local Government Workplace transformation begins with HP Deployment Services to enhance, improve and optimize the way your organization acquires, manages and uses technology today and in the future. We have found that logistics and custom services—including Discover and Design, User Configuration, Deployment, Managing Applications, Help Desk, Maintenance, Warranty and Recycling—are most important to state and local government customers.
2. Configure Devices: • Image and Applications • Custom System Setting
2 • Integration and Packaging • Labeling and Tagging
Deploy devices: • Installation and Setup • Executive Services
Dispose and Refresh: • Data Wipe • Recycling/Disposal • Device Refresh
Optimize environment: • Analytics and Proactive Management
powered by HP TechPulse • Hardware and Software
4
4 Maintain Devices: • NBD On-site Services • Resident Engineers • Multivendor
5 • Accidental Damage Protection • Defective Media Retention • Tech Café Walk-up Center and Tech Café Market
Discover and Design • Assessment • Discovery • Design Future State
• Solution Architecting • Project Planning
3
Services
1
6
Deployments can vary by state since Purchasing Entities may purchase from HP directly or through an HP authorized fulfillment subcontractor (as approved by a Participating State). HP deploys our PCs from manufacturing and customization facilities designed to focus on key issues such as quality assurance, ordering, setup and customization. Customization Deployment Services utilized by many state and local government customers include:
• Drop-in PC Packaging Service – adds custom documents (instructions) for activating devices; may be extended to other items such as cables and accessories that fit into the original device system packaging.
• Door/Dock Delivery Services or Inside Delivery – delivers devices to designated location to include unpacking at specific locations with waste removal services.
• Build and Test applications – deliver an image with various configurations prior to deployment, which allows HP Factory Services to pre-provision devices for better out- of-box experience for faster deployments.
• HP TechPulse – recommendations for right sizing a fleet and to oversee deployments such as Moves, Adds and Changing or Migrating to a new operating system.
• Device Recovery Service (DRS) – complete solution that includes sustainable and secure repurposing of end-of-use devices and provides any residual value back to you.
Figure 1. Device Recovery Service
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Band 1 - K-12 Education School districts prefer priority service and support to ensure all education stakeholders, including students, teachers, administrators, and parents benefit from the latest in innovative technology and services to provide them the power to link their schools to the community and the world. The objective is to make anywhere all-the-time learning a reality as seen through digital learning in the new world of schooling from home. K-12 deployments often are completed by authorized HP resellers (local-, small-, minority- or women-owned) who are nimble and leverage the fulfillment and service centers for an optimal experience. These resellers procure product through Synnex, Tech Data, Ingram Micro, D&H Distributing, and Supplies Network Distribution, while also providing custom service options (partner value services) for deployment.
As in this example, school districts can ensure their specific needs are met efficiently with HP Deployment Services and leveraging HP’s partner community. They can experience a successful, seamless deployment, with a project manager who will use the latest project management tools to customize and complete a plan for the school district. With minimal interruption, HP will scope the project, oversee deployment, and coordinate decommissioning of old equipment through HP’s Device Recovery Services. Figure 2. Project Management
As an example, HP and a minority reseller recently managed a successful deployment through project planning and management support, installing over 10,000 devices in multiple locations for a school district.
• The school district leveraged Autopilot deployment, in which it received fully imaged notebooks so students were able to simply turn on their systems to get started. The devices arrived with the image, asset tag, rugged cases and screen protectors.
• Initial log-in support and device training for the teachers and students were also included, as well as in-depth device technical training for their IT Support personnel. This was provided within their support hours and included HP’s 24-hour chat services for those working beyond standard hours.
• The school district included a 4-year onsite warranty with Accidental Damage Protection (ADP). Given the notebooks were in the hands of students ranging from kindergarten to high school, accidents would likely happen. This upgraded warranty added yet another layer of protection above and beyond the quality and durability of our standard notebook products.
• To overcome the logistical obstacles of devices in need of repair, HP and the reseller were able to pick up the devices at their designated location(s), track the devices through the repair process, and have the devices delivered back to the school in a timely manner.
• Last of all, HP provided loaner devices for the school district and stocked local replacement parts for quick repair turnaround. The loaner device came ready for a positive out-of-box experience with imaging, asset tagging and etching.
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Band 1 - Higher Education Higher Education IT organizations are challenged with finding ways to achieve better user experiences and increased productivity while optimizing resources. This includes the need to simplify and accelerate device deployments and reduce time consuming device provisioning from the cloud. With HP Deployment Services, higher education customers have the flexibility to choose the right services to meet their specific needs. HP provides solutions for all phases of device provisioning, from roadmap planning and pre-provisioning devices at the factory to post-deployment support. With today’s rapidly morphing instructional and learning challenges, deployment flexibility is key to HP’s approach for our Higher Education clients. Deployment needs vary between each institution, and customizing for expectation is core to our approach. Colleges and universities can purchase directly from HP or from an authorized fulfillment subcontractor (value-added reseller). HP customization facilities are designed to focus on key issues such as quality assurance, ease of planning, ordering and setup. Customization gives special attention to higher education’s unique requirements, including provisioning, image management, asset tagging/recording and software licensing. Key deployment services, available from HP directly or through our trusted and certified service provider network, include the following:
• Discover, Design, and Integrate: Work with HP technology experts to define your architecture requirements and the integration points necessary to achieve your workplace deployment goals.
• Staff Augmentation: HP can provide dedicated, skilled IT professionals to help maintain your devices and to meet your deployment and security requirements.
• Provisioning Package Create: HP can create provisioning packages on your behalf to contain the applications and settings you want installed in the factory.
• Provisioning Package Install: Factory installation packages streamline the out-of-box experience and reduce what needs to be provisioned at a user’s desk from the cloud.
• OS Version Control: Have the flexibility to choose an older version of Windows 10 that you have tested and validated in your environment.
• Sure Recover Custom Restore: HP’s industry leading Sure Recover feature will automatically restore your custom configuration without IT involvement.
• Provisioning Package Update: HP will offload the burden of keeping provisioning packages updated.
• Extended Warranty Coverage: Allows higher education institutions to increase and customize services such as Accidental Damage Protection.
Higher education has expressed great interest in the rapid movement towards Modern IT Management. HP’s solution combines cloud-based management and security features to empower the user to be secure and productive on any device, anywhere. Figure 3. Requirements necessary for a successful modern deployment experience.
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Band 1 - Federal Government As the Federal Government continues to drive towards “as-a-Service” offerings across its IT portfolio, HP delivers standard services, such as asset tagging, pre-imaging/BIOS pre- sets, and DISA STIG setup. We also offer custom options that include Device-as-a-Service (DaaS), deployment and staging services, and on-site break/fix support. These services allow Federal agencies to redeploy resources to critical missions and citizen services while streamlining the acquisition process. Delivering these services also helps agencies reduce the number of acquisitions necessary to obtain required technology and support. HP offers both direct and indirect delivery models and enables the Government’s vast integrator and small business networks. We maintain multiple contract methods for acquisition through Government Wide Acquisition Contracts (GWAC), agency Blanket Purchase Agreement (BPA), and GSA Schedules. Where required, HP delivers services through direct contracts, including those with the NAVY, Air Force, FDIC and the U.S. Postal Service. A key area of focus for the Federal Government is IT security, for both internal protections and industry leadership. HP continues to collaborate with key Government stakeholders to build solutions and standards that act as Federal-wide directives but also offer a standard for the broader IT industry. Participation on several Federal steering committees and active participation with National Institute of Standards and Technologies (NIST) has contributed to the development of HP’s industry-leading supply chain security. HP Labs is actively engaged with Federal agencies to develop and deploy new technologies that ensure the integrity of devices delivered to Government end-users. Over the next few years, we expect these efforts to add to previous industry firsts such as Sure Start and Sure Click. Figure 4. Unique Hardware – Unmatched Protection
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B. Response Requirements: Ability to Perform This Section requires a Narrative Response. In the Narrative Response, Responder should clearly identify the applicable Section. The Narrative Response must fully describe and provide detail about how the proposal satisfies each requirement. The Lead State reserves the right to only evaluate information explicitly included in these forms in the evaluation of the Section to which it applies. Portions of this section, as negotiated, will become terms in the Master Agreement. 1. Contractor Verification. Contractor must be a manufacturer of a Product in the Band(s)
it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Responder must verify that it is a manufacturer of at least one product in each Band proposed. Responder must determine the best way to provide this verification, but are encouraged to be brief. The Lead State reserves the right to request additional verification as needed.
Responders must provide a brief description of the products proposed for each Band that are manufactured by the Responder. This description should include the approximate number and type (desktop, laptop, accessory, etc.) of the offered products. This description should not exceed one page per Band.
Response: HP verifies that it is the manufacturer of at least one (1) product in Band 1. HP is the manufacturer of HP-branded products for Band 1. HP manufacturing facilities are strategically located around the globe. HP has 14 internal manufacturing sites, including two (2) dedicated to computers and 12 dedicated to print products. Our internal manufacturing facilities are in China, India, Israel, Malaysia, Puerto Rico, Singapore and the U.S., with many of our facilities being subcontracted. Additionally, HP has numerous regional distribution centers that are designed to serve local demand as well as the diverse needs of multinational customers. HP has over 150 computing facilities and over 160 printing facilities strategically located across the globe to minimize duties and transport times. HP Inc. holds an ISO 9001 Quality Management System Certification and an ISO 14001 Global Certification for Manufacturing, which can be provided upon request.
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Brief Description of Proposed Products Manufactured by HP – Band 1 Band 1 HP-branded Windows-based products provide quality and diversity across the portfolio of HP-branded products to assure enduring dependability, security, choice and investment protection for Participating States and Purchasing Entities. The HP product portfolio includes industry-standard notebooks, tablets, desktops, workstations, All-in-Ones and thin client computers, as well as peripherals such as displays. Figure 5. An Overview of the HP Commercial PC Portfolio
Table 1. Approximate Number and Type of Offered Products
Series Approximate Number of Platforms Notebook and Tablet Platform Series HP Elite 15 Pro 17 HP 15 Workstation-based ZBook notebooks 9 Desktop Platform Series HP Elite 10 Pro 9 HP Currently 1 Workstation-based Z desktops 9
Series Approximate Number of Products
Display Product Series P series 8 E series 20 Z series 13
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2. Company Capacity and Capabilities. Responder must provide a high-level description of their company detailing how they will support this Master Agreement in no more than one page per section below:
a. Facilities. Responder must indicate which facilities have been ISO 14001 certified. Response: HP complies with the ISO 14001 standard requirements. HP’s certificate covers the worldwide manufacturing of computing and imaging products and related operations. In 2018, 18 of our sites were certified as part of HP’s global certificate, and four additional sites were certified individually, including the HP print facilities in Suwon, Korea, and Weihai, China. b. Manufacturing Process. Responder must describe, at a high level, their
manufacturing process. Response: HP’s world-class manufacturing and customization facilities can assemble systems precisely to customer specifications using proven quality control procedures to make sure that every system is functioning as required. Regardless of the complexity of the configuration, HP’s ISO 9001 certified facilities can produce machines that are ready to plug and play, including such in-factory services as imaging and asset tagging. Before leaving the factory for delivery, every HP product must pass a daunting array of tests and audits. HP passionately strives for zero manufacturing defects to ensure that our products run flawlessly right out of the box. Products must pass the following checkpoints to minimize defects during the production process:
• Manufacturing Process – Upon completion of unit assembly, 100% testing and run-in of each unit are conducted. Without exception, HP subjects every product to tests of printed circuits, a CPU pretest and CPU system verification.
• Final Verification Audits – Quality auditors in all factories conduct in-line assembly audits of the product to inspect workmanship and ensure process compliance.
• Factory Product Integrity Audits (FPIA) – According to the designated sampling plan, products undergo a diagnostic-based final manufacturing and configuration audit used to measure the outgoing quality level of units ready to ship to the customer.
• Change Driven Integrity Audits (CDIT) – Also in accordance with the designated sampling plan, selected units undergo tests designed to reflect the end user experience. These tests are intended to identify and correct any remaining hardware and software interaction issues.
Figure 6. HP Manufacturing Tests and Audits
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HP’s factory test and inspection audit results are tracked in real time to identify any product issues or trends. Resulting data is collected in the factory database and reviewed by factory product and quality engineers to address any functional or nonfunctional failure issues proactively. It is important to note the quality inspectors who perform final audits during this process report into HP’s quality organization and are independent of the manufacturing team. In addition to rigorous manufacturing testing, HP performs in-house tests to ensure quality and reliability. Reliability labs support design groups in developing test plans, performing testing and evaluating test results. Such tests include thermal measurement, temperature- humidity exposure, mechanical wear-out testing (which simulates long-term wear and tear), electrostatic discharge on the manufacturing floor and surge protection, dust infiltration, shock, and vibration. Reliability metrics address the collection and analysis of field failure data. The HP Reliability labs also provide support to new product development teams whose goal is to prevent, detect and correct reliability deficiencies, weaknesses or defects. c. Personnel. Responder must include documentation that indicates the number and
type of sales, support personnel, or other resources that are employed to service purchase orders or equipment for non-federal governmental customers.
Response: HP’s response begins on the following page.
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The following HP resources are available, specifically, to support State and Local Government and Education. Figure 7 provides a high- level view of the sales, support personnel and other resources to service orders or equipment for Participating States and Purchasing Entities under an awarded Master Agreement:
• 200+ Inside Sales Account Managers and Field/Territory Account Managers • Approximately 100+ Order Management Customer Service Representatives and Order Entry team members • 12 (estimated) fulfillment subcontractors per state, for states that are allowed under the current Master Agreement, for a total of 121 • 3,000+ authorized reseller agents available to support the participating states • 50 (estimated) servicing subcontractors per zip code • 200+ technical, operational and managerial resources Figure 7. HP U.S. State and Local Government and Education Sales, Band 1
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d. Organization. Responder must include a brief overview describing how the Master Agreement will be supported from senior management down to field technicians, including the use of any wholly owned subsidiaries or subcontractors.
Response: HP’s response begins on the following page.
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HP will apply a program management and assigned team model to support this Master Agreement. Using shared resources to respond to Participating State and Purchasing Entity requirements eliminates the inefficiencies inherent in models that operate in isolation from core processes and key contacts within the larger organization. HP’s commitment to the NASPO ValuePoint Master Agreement includes the continued support of the experienced Contract Master Agreement Manager as the assigned Primary Account Representative. The Contract Master Agreement Manager’s role is to address tactical and strategic issues directly with NASPO ValuePoint, a Participating State and/or Purchasing Entity. The Contract Master Agreement Manager works closely with management in each state—including Vice Presidents, Directors, General Managers, Inside District Managers—on escalations and quality improvement processes to ensure customer satisfaction and contract compliance. Additional HP resources supporting this Master Agreement and Participating Addenda are outlined below.
• Contract Master Agreement Manager/Primary Account Representative: Post- award management lead for implementation of the Master Agreement and primary HP interface with assigned Contract Procurement Officer(s). Manages Master Agreement to ensure compliance with terms and conditions and acts as an escalation point.
• Sales Account Manager (AM): Assigned to each state to support State and Local Government, Education or named accounts. A primary point of contact for special pricing requests, new product availability and roadmaps.
• Inside Account Manager (IAM): Member of the area sales team and serves as the point of contact for quotes and product information when the AM is unavailable. Assists with product information and solutions needs and handles problem resolution, demonstration equipment requests, and product availability and delivery questions.
• Customer Service Representative (CSR): Initial contact for post-sales issues (order status, delivery, billing, product return/replacement, product transition, warranty issues) and primary contact for internal HP departments involved in order processing. Oversees fulfillment from order entry and acceptance to invoicing and delivery.
• Technical Solution Architect: Assists AM and Purchasing Entity on consultative basis for project and technology planning. Escalation point for technical issues and trends.
• Vice President and Public Sector Channel/Partner Management team: Work with Contract Master Agreement Manager on program improvements, partner bulletins, escalations and training to ensure reseller agent and subcontractor compliance.
• eBusiness Consultant: Works with customer to create electronic purchasing process that complies with awarded Master Agreement, such as website or eProcurement tool integration.
• Technical Support: Available 24 hours per day, 365 days per year. • HP Reseller Agents: Local specialists who can provide expert advice, guidance to
customize solutions for specific technology needs, pre- and post-sales support, and customer service support. Work with HP team to ensure customer satisfaction.
• Fulfillment Subcontractors: Assigned as approved by HP and a state to accept POs, fulfill, ship and invoice a Purchasing Entity directly. Local specialists who provide pre- and post-sales support to agencies. Limited to reselling HP-branded products and HP services directly unless otherwise approved by HP and the NASPO ValuePoint Master Agreement Administrator and participating state. Required to meet the terms of the Master Agreement and subject to reviews to ensure customer satisfaction.
• Service Subcontractors: May be used for customized service offerings as a normal course of business, including but not limited to installation, image load, asset tag and other deployment services. All services are purchased directly from HP.
• HP Authorized Service Providers: Fully accountable and trained service engineers with direct access to HP spare parts and technical information for warranty repairs.
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e. Production Viability. The average sales per Contractor under the Contracts in calendar year 2019 was approximately $78,000,000. Briefly describe your company’s capacity to meet this level of sales volume, including any previous publicly-available sales numbers and publicly-announced future plans. A responder without sufficient capacity should describe the extent of their current capacity and describe their plans of increasing that capacity over the life of the contract.
Response: HP’s response begins on the following page.
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On December 2, 2020, HP was again named #1 on Newsweek’s “America’s Most Responsible Companies” list, retaining our top spot for two consecutive years.3 HP Inc. is the #1 worldwide PC market leader, due to our strong growth as reported by Gartner in Q3 20204. HP accounted for half of the PC shipments in Q2 2020, up from 46.6% in 2Q 2019, showing our ability to perform and deploy products offered under an awarded Master Agreement. With a No. 1 global market share and shipping 2.1 PCs per second, HP can ship both small and large orders according to any customer’s instructions. HP has a combined total addressable market in excess of $500B:
• Our personal systems business continues to create amazing new user experiences while driving profitable growth and growing the lifetime value of our installed base
• Our print business is a market leader in size, scale, profit and innovation across office, home and graphics printing, and we will continue to advance our leadership, disrupt industries and transform our business to improve our profitability.
• Our 3D printing and digital manufacturing business leverages 30 years of technology and expertise as it seeks to disrupt the over $500 billion global manufacturing industry.
In HP’s two most recent quarterly Earnings Press Releases, HP Inc. President and CEO Enrique Lores reflected on HP’s performance as follows: Q4 FY2020 Earnings Press Release5: “We closed out a strong quarter with a beat on the top and bottom line. The strength of our innovation with the rigor of our execution drove sequential growth in revenue, operating profit, non-GAAP EPS and cash flow,” said Enrique Lores, President and CEO, HP Inc. “We had record unit shipments in the quarter, reflecting the important role HP technology is playing in the lives of our customers. Our results give us great confidence in our ability to drive long-term growth and shareholder value in 2021 and beyond.” Q1 FY2021 Earnings Press Release6: “It was an exceptional start to the year with strong revenue, profit, and EPS growth. The strength of our portfolio and diversity of our businesses is driving our performance and positioning HP well for the future,” said Enrique Lores, HP President and CEO. “Simply put, we are doing what we said we would do – and our strategy is working.” HP’s strategy focuses on leveraging our existing product and services portfolio to meet the demands of a changing technology landscape and offset certain areas of industry decline. With personal systems, HP’s strategic focus is on profitable growth through market segmentation for enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments, and other key attributes. HP is investing in endpoint services and solutions. Emphasis is also on services such as DaaS as the market begins a shift to contractual solutions. HP is well-positioned with a competitive product lineup. HP also tracks key social, economic, and ecological megatrends to drive innovation. The 2020s will be a time of challenge and change for the planet, communities, and industry. Technology will play a key role in protecting the planet, preparing for a global skills shortage, caring for an aging population, and adapting to a digital workforce. HP has a roadmap to lead the way with advances in technology, strategy, and sustainability.
3 https://www.newsweek.com/americas-most-responsible-companies-2021 4 Gartner Says Worldwide PC Shipments Grew 2.8% in Second Quarter of 2020 5 HP - HP Inc. Reports Fiscal 2020 Full Year and Fourth Quarter Results 6 Q1FY21-Press-Release-FINAL.pdf (q4cdn.com)
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https://www.newsweek.com/americas-most-responsible-companies-2021 https://www.gartner.com/en/newsroom/press-releases/2020-07-09-gartner-says-worldwide-pc-shipments-grew-2point8-percent-in-second-quarter-of-2020#:%7E:text=Worldwide%20PC%20%20shipments%20totaled%20%2064.8,preliminary%20results%20by%20Gartner%2C%20Inc https://investor.hp.com/news/press-release-details/2020/HP-Inc.-Reports-Fiscal-2020-Full-Year-and-Fourth-Quarter-Results/default.aspx https://s2.q4cdn.com/602190090/files/doc_events/2021/Q1/Q1FY21-Press-Release-FINAL.pdf
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3. Equipment and Services Overview. Describe the ability to provide computer equipment and the services related to supporting the equipment. Include an overview of how the equipment is delivered and serviced. A list of potential services is below. Responder must provide a list and a brief description of the services offered under each Band. The lists and descriptions must be separated out by Band and must be two pages or less per Band. Not all services may be applicable to each Band.
a. Warranty – Break Fix – Non-Warranty b. Standard non-customized training c. Installation/de-installation d. Support e. Migration f. Asset tagging g. Staging/deployment h. Image loading i. Image consulting j. System and server configuration k. Rack and stack configuration l. Maintenance m. Custom service solutions n. Asset management o. Recycling/disposal p. Training and certification q. Other services available as allowed in the RFP – provide list with your response Response: Purchasing Entities may purchase directly from HP or through one of the Participating State HP authorized partners. HP’s ability to provide computer equipment, including how the equipment is delivered, is described briefly below, followed by a two-page list and brief description of the services offered under Band 1. HP offers thousands of industry-leading products, as well as complete solution development, implementation, and end-to-end order management, with rapid turnaround and full customization services. By procuring HP-branded or a variety of third-party products authorized under an awarded Master Agreement, HP can deliver the right products when and where needed. HP’s state-of-the-art configuration, distribution, and order management capabilities are complemented by dedicated customer service and technical support resources that provide world-class support before, during, and after the sale. Account-specific solution design teams make solution recommendations based on customer requirements. Once the design is finalized, a customer support team is assigned to address deployment and ongoing requirements. HP distribution partners are located onsite at each of the HP Direct manufacturing and customization facilities, creating a highly efficient and cost-effective deployment. HP offers 24-hour tracking capabilities, including order summary, purchase order, shipping acknowledgment, packing lists, electronic advance shipping notices, electronic proof of delivery, and back-order summary. Complete managed rollout services are also available through HP or our logistics partners.
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Band 1 Services HP has proven our service capabilities through current and past NASPO ValuePoint agreements. We will continue to support our equipment and services with certified technicians, specialists, technical consultants and subject matter experts to ensure customer satisfaction. a. Warranty – Break Fix – Non-Warranty HP’s warranty service covers all labor and materials needed to repair and/or replace any defective hardware. The service also includes: • Hardware failure screening, diagnostics, and fault isolation • Extensive coverage area • Access to a network of qualified service providers • Telephone technical support and 24x7 access to HP online technical support resources b. Standard non-customized training Non-customized training is built collaboratively to align expectations, establish appropriate communication and set performance metrics to achieve lasting benefits. HP will continue to deliver access to Subject Matter Experts (SME) and Technical Consultants (TC) to make training successful. A host of tutorial and training videos is also available online. c. Installation/De-installation This service includes collection of the units from the customer premises, installation of the unit at the designated location and removal of the packaging material from the work area. HP will remove assets and move them to an on-premise customer designated location. d. Support HP Elite Support is a U.S.-based service that comes standard with every HP Elite system and provides an exclusive team of HP Elite-accredited specialists available 24x7x365. Elite devices receive priority repair status at any HP repair center. e. Migration Deploy your new devices by allowing HP to migrate the data from your current PCs. HP can push out new applications and the initial software can be installed at an HP Factory. HP can assign Service Experts to work with you to determine your requirements and then build and test your applications prior to deployment. f. Asset Tagging HP’s factory helps ensure that labels (predefined or customer-supplied) are consistently printed and affixed according to customer and manufacturer requirements. Tagging helps tighten control over assets and reduce the risk of loss or theft. HP offers many labeling services, including recording asset information from the physical label in the device BIOS. g. Staging/Deployment These services can be ordered in tandem with installation services, data migration, and PC deployment project management. You can deploy HP hardware on your terms. You pick the day, including non-standard working days for your delivery. h. Image Loading Factory image and application services leverage HP capabilities to deliver imaged PCs based on customer-specific requirements. HP offers several options for flexibility: • PC Image Load Service – Validate and install customer-provided PC software image • PC Image Modification Service – Modify, validate and install customer’s provided PC
software image on HP products according to requirements • PC Image Build and Load Service – Build, test and validate PC master software image
based on customer’s requirements and install it on HP products at the factory
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• Multi-Platform PC Image Service – Delivers a custom-built PC software image that is ready for multiple PC platforms. Providing a “one-fit-for-all” image to reduce complexity.
• PC Application Load Service – For ready-to-use PCs, HP installs the software applications on an HP standard image at the factory
i. Image Consulting HP Professional Services provides consulting with our Discovery, Design and Integration (DDI) workshops. These trusted advisors consult on ways to better utilize technologies and introduce new IT strategies to help you get the most from your IT investments. l. Maintenance Customers can leverage MyHPSupport7 tool through a virtual platform or US-based phone support available 24x7x365. Following initial diagnostics, an HP Support Case is created. After troubleshooting, required service parts are shipped to the in-region holding location. Once the parts arrive, the technician schedules a day/time to complete the repair, Monday- Friday 8:00 AM to 5:00 PM local time. Depot units are shipped to the repair facility. m. Custom Service Solutions HP’s most popular custom solution is Accidental Damage Protection. ADP avoids out-of- pocket repair or replacement costs caused by accidents such as drops, falls, liquid spills, electrical surges or other accidental PC damage. ADP custom service can be delivered in the same manner as standard service, but rather than purchase 1:1, customers can choose two (2) claims per device for the coverage term purchased or pool aggregate claims of 8% or 12% utilized annually. n. Asset Management HP TechPulse provides hardware asset management and analytics for every stage of the device lifecycle. This multi-OS solution includes a cloud-based dashboard that helps track hardware and software inventory and monitors device health. It provides insights down to the component level, including CPU and memory utilization, thermal issues, remaining disk space, smart battery health and hard drive health. Device details such as OS version, manufacture date, location, BIOS and warranty status are also provided. o. Recycling/Disposal Our Device Recovery System solutions securely retire and return end-of-use devices for repurposing. We certify data destruction and customers receive a Certificate of Data Sanitization, along with a sustainable benefit and audit financial reporting. p. Training and Certification HP employees are specifically trained and certified annually to comply with U.S. public sector policies and practices. Our training helps HP establish and maintain a business environment consistent with U.S. laws and regulations, which enables HP to participate in government-funded opportunities and interface with government personnel appropriately. q. Other Services Available as Permitted in the RFP • HP Conferencing Implementation – Bring unified communications to meeting rooms • Windows®10 Migration Service – Configure, deploy and optimize Windows 10 • Integration – Third-party hardware, accessories and documents in one package • HP Staff Augmentation – Dedicated IT experts to assist your team onsite or remotely • HP Travel Services – Worry-free wherever you go with telephone and onsite support • HP Tech Café Market – An anytime, self-service vending and device staging solution • HP Proactive Security – HP SureSense and SureClick technology • Device Provisioning – IT strategy, using tools such as Autopilot, Azure AD and Intune
7 https://support.hp.com/us-en/document/c05445013
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4. Warranty and Maintenance. The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
a. Describe in detail how Responder will secure warranties for all products and services.
Response: All HP branded products include HP’s standard manufacturer warranty ranging from 1-year to 3-years, with uplifted and extended warranty options available for purchase through HP Care Pack or maintenance support services. Purchasing Entities can contact HP directly or utilize an HP local service provider by using the tool at http://www.hp.com/support or calling HP at 1-800-334-5144. Upon award, HP will post contact information for warranty repair, including a link on the front page of an awarded Master Agreement website for easy access by Purchasing Entities to HP product warranty and warranty lookup tools. Figure 8. An overview of the process to secure warranty repair for HP branded products.
Purchasing Entities also have the option of using a local HP service provider.
HP’s warranty service covers all labor and materials needed to repair and/or replace any defective hardware. The service also includes:
• Hardware failure screening, diagnostics, and fault isolation • Extensive coverage area • Access to a network of qualified service providers For third-party products, HP provides third-party manufacturer warranty information at time of quote and with the delivered product. Purchasing Entities needing assistance may contact the Primary Account Manager or request assistance on the Master Agreement website just as they may under the current Master Agreement.
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b. Describe proposed warranty service and maintenance. Response:
HP Limited Warranty and Warranty Options HP’s worldwide limited warranty service covers all labor and materials needed to repair and/or replace any defective hardware. It also includes:
• Hardware failure screening, diagnostics, and fault isolation • Extensive coverage area • Access to a network of qualified service providers • Telephone technical support and access to HP’s online technical support tools and
resources, available 24 hours a day, 7 days a week in the U.S. HP Desktop and Workstation limited warranty service: Includes up to three (3) years parts and labor with Onsite Service. HP Notebook limited warranty service: Includes up to one (1) or three (3) years parts, and one (1) or three (3) years labor with Offsite Return to Depot Service. HP notebooks include the HP Long Life Battery. The warranty period for HP Long Life Batteries is up to three years, part replacement. With the Return to Depot Service (applicable to Notebooks and Thin Clients), HP will provide door-to-door service that features pick up, repair or replacement of the failed unit, and return of the operational unit. A 3-business day turnaround time may be available for eligible locations, except for intermittent hardware failures and availability of parts that may require additional repair time. The 3-business day turnaround time is measured from the time the product is received at a HP-designated Repair Center until the repaired product is ready to be shipped. Customers can leverage the MyHPSupport8 tool through a virtual platform and/or US- based phone support available 24/7/365. Following initial diagnostics, an HP Support Case is created. Once troubleshooting is completed, required service part(s) are identified and shipped to the in-region holding location. Following arrival of the part(s), the technician schedules a day/time to complete the repair, Monday-Friday 8:00 AM to 5:00 PM local time. Depot units are shipped to repair facility. HP Care Packs are designed to provide professional class coverage options, support services, and peace-of-mind. Care Packs keep your organization moving ahead with flexible, convenient HP Care Pack Services to expand your coverage and provide extra protection. Benefits that comes with Care Packs include:
• HP Next Business Day Onsite Service – For issues that cannot be resolved remotely, an authorized HP representative arrives at your site the next day after your call has been logged and for which you have a contracted service window. Covered hardware is returned to operational condition, repairing or replacing components or entire units as necessary. Coverage includes all required parts and materials.
• HP Accidental Damage Protection Service (ADP) – This avoids out-of-pocket repair or replacement costs caused by accidents such as drops, falls, liquid spills, electrical surges, or other accidental PC damage. ADP custom service can be delivered in the same manner as standard service, but rather than purchase 1:1, customers can choose two (2) claims per device for the coverage term purchased or pool aggregate claims of 8% or 12% utilized annually.
8 https://support.hp.com/us-en/document/c05445013
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• HP Travel Support Service – The Travel Care Pack was designed to allow customers in specific countries to travel to another country listed on the “Participating Country List” for business purposes but return to their host country where they reside when the business travel was completed.
• HP Defective Media Retention Service (DMR) – Defective Media Retention allows you to keep your hard drive if it is defective and requires replacement while under warranty. You maintain control of your sensitive data and dispose of the defective media in a way that meets your security standards.
HP Maintenance Services HP offers maintenance services under “Day One” maintenance, which provides break/fix maintenance service with flexible coverage dates, flexible payment cycles, and adds/removals of devices during the Master Agreement coverage dates. HP maintenance (Day One) options offer Purchasing Entities an alternative to purchasing individual Care Packs for each unit and managing their own warranty coverage per device. Flexible solutions under Day One maintenance include:
• DMR (defective media retention) option • Flexible payment terms (monthly, quarterly, etc.) • Coverage follows hardware end of support life • Can be short term (less than one year) • Can be written for year(s) and month(s) • Add/remove devices during the coverage period • Up to 5 years • ADP (accidental damage protection) in 1-year increments
Third-Party Hardware Warranty For third-party hardware, HP provides the third-party original equipment manufacturer standard warranty, and that warranty information is provided with the quote and the delivered product. Warranties for third-party products vary due to the wide array of manufacturers. Some third-party original equipment manufacturers may have extended or other maintenance options that HP will make available to Purchasing Entities. To receive third-party warranty assistance, agencies have the option to call HP or submit a request from the website by completing the form. If the form is completed, HP contacts the procuring entity within 24 hours or less regarding resolution of a third-party original manufacturer warranty claim that HP will coordinate with the third-party manufacturer. In accordance with the NASPO ValuePoint Master Agreement warranty terms, HP proposes warranty claim assistance by including a link under “Information Center” at the Master Agreement website created for an awarded Master Agreement, as done today at www.hp.com/buy/naspovp-pc4 and each State site found at the map. Upon award, as approved by the Lead State, HP will propose the same option for Purchasing Entities.
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5. Website. Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Requirements: • Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS) • Product specifications, pricing, and configuration aids for the major product
categories proposed that can be used to obtain an on-line quote, • Service options and service agreements available on the contract. Please refer to
Section 1.G.b. • Contact information for order placement, service concerns (warranty and
maintenance), problem reporting, and billing concerns • Sales representatives for participating entities Desirable Requirements: • Purchase order tracking • Links to environmental certification, including but not limited to take-back/recycling
programs, EPEAT, Energy Star, etc. • Information on accessibility and accessible products • Signed Master Agreement • Online ordering capability with the ability to remember multiple ship to locations (if
applicable to product) Within 30 calendar days of the notice of intent to award a Master Agreement,
Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
a. Describe the proposed website, including all mandatory and desirable capabilities being offered. Responses to this section should be no more than two pages. Screenshots that will help enhance the response are allowed, and do not count toward the page limit.
Response: HP is committed to creating (prior to 30 calendar days of notice of intent to award) and maintaining a Master Agreement website (“main portal”) as the Master Agreement requires, and is done today. Upon award, HP will create a new portal with the mandatory and desirable requirements at a new redirect URL. HP agrees to make any updates early or within the allotted time should changes be needed after review. Once the current Master
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Agreement expires, the current Master Agreement URL will be redirected to the new Lead State approved website URL under the new awarded Master Agreement. The format for the main portal includes all mandatory items, including toll-free numbers for sales teams and the Primary Account Manager escalation contact under the Information Center. A summary of features addressing the requirements is provided below, followed by screenshots demonstrating website features and capabilities.
Mandatory Requirements • Designated Baseline Price List(s) (e.g. MSRP, List, or Education)
A link to the Baseline Price List is included under the “Information Center” heading on the main portal and each State site. (Figures 9, 10)
• Product and Service Schedule (PSS) Instructions and a link to the PSS are highlighted on the front of the main portal, and the PSS link is also included under the “Information Center” heading on the main portal and each State site. (Figures 9, 10)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote Links to product specifications are provided under the “Information Center” header on the main portal and State sites. (Figures 9, 10, 11) On the State sites, Purchasing Entities can view State standards (if applicable) as well as the catalog of product categories. The PSS contract net price and State-specific standards volume pricing are pre-populated on the site; any specific volume pricing is added during the online shopping experience when prompted.
• Service options and service agreements available on the contract Service options are noted on the PSS. Service agreements, if required, will simply be a Statement of Work for deliverables. A contact is listed on the site for questions regarding services available on the Master Agreement.
• Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns Contact information for order placement, customer support, escalations and reporting is posted on the front page of the main portal and each State site, and also included via a link under the “Information Center” header on the main portal and State sites. (Figures 9, 10)
• Sales representatives for participating entities The Sales Representative(s) for each State are listed on the front of each State’s site.
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Desirable Requirements • Purchase order tracking
Purchasing Entities can view orders placed on the Master Agreement site, check order status or if applicable place a new order. They may also view and search quotes, add items to the shopping cart, and check out. (Figures 15, 16, 17)
• Links to environmental certifications, including take-back/recycling programs, EPEAT, Energy Star, etc. These links are included under the “Information Center” header of the main portal and each State site. (Figures 9, 10)
• Information on accessibility and accessible (VPAT) products This information is found at the accessibility link provided under the “Information Center” header of the main portal and each State site. (Figures 9, 10)
• Signed Master Agreement Links to the Master Agreement, amendments and proposal response are included under the “Resources” heading on the main portal. (Figure 9)
• Online ordering capability with the ability to remember multiple ship to locations Order and Quote creation, adding multiple ship to locations, cart summary and checkout are all included as part of an online shopping experience. (Figures 12, 13, 14) On the quote/order screen, Purchasing Entities may also specify where to send the quote/order notification and any comments they would like to see. Any available special pricing or applicable fees are also visible. (Figure 12) While in the shopping cart, Participating Entities can look up and apply a Special Pricing Code. Participating Entities can check out and securely create an order with HP, create and save a quote, or save the shopping cart as a favorite for quick reorders. (Figure 14)
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Figure 9. Main Portal for NASPO ValuePoint Master Agreement
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Figure 10. State Website
Escalation Manager Sales Representative
Product and configuration Information
State Website
Baseline Price List PSS Price List
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Figure 11. Online Shopping Capabilities – State Standards
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Figure 12. Online Shopping Capabilities – Order and Quote Creation
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Figure 13. Online Shopping Capabilities – Adding Multiple Ship-To Addresses for a Single Purchase Order
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Figure 14. Online Shopping Capabilities – Shopping Cart
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Figure 15. Online Shopping Capabilities – Order Status and Quote Search
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Figure 16. Online Shopping Capabilities – Purchase Order Tracking (available by logging in with email address tied to the account number)
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Figure 17. Online Shopping Capabilities – Order View with Production and Shipping Status
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b. Describe your commitment to maintaining a website in adherence to the website requirements. Responses to this section should be no more than one page.
If Responder has an example URL of a current website to demonstrate their capabilities, that may be included in the response to this Section. If elements of the website require a secure log-in, Responder must provide listing of items that would require a secure sign-in option (e.g. reprinting of invoices, or purchase order tracking).
The WCAG requested in Section 6.B applies to Responder’s website to be offered under the Master Agreement.
Response: HP is committed to maintaining the Master Agreement website and each State website as required. As an example of a State site, www.hp.com/buy/nebraska demonstrates our capabilities to meet the requirements of an awarded Master Agreement. As with each State site, the URL www.hp.com/buy/nebraska is a redirect URL tied to the map on the main portal at www.hp.com/buy/naspovp-pc4. HP utilized a State website in completing the WCAG requested in Section 6.B. A login is not required for the following activities: • Browse the catalog or product configurations • Compare product or configurations • Search for products • Configure a system • Pull up the PSS Price List • Access links in the Information center, such as Participating Addendum, Master
Agreement, Environmental, EPEAT, VPAT A login is required for the following activities: • Create a quote • Save a quote • Access a saved quote • Process an online shopping cart order • Check order status • Apply volume pricing code • Add special requirements for an order such as custom image or service requirements • View account information • View orders placed • View quotes created and saved • Export a summary of a quote in Excel or PDF • Email a copy of a quote to yourself or someone else on your team or in your agency • Convert a quote to an order • Place an online order with a Procurement card • Pull a copy of an invoice • Generate a report of quotes or orders • Add shipping addresses or select from previously used addresses; edit/change/add
ship to addresses for multiple ship to locations
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6. Baseline Price List Verification. Describe how the designated Baseline Price List(s) will be accessed and verified by potential end users, contract administrators, etc.
Response: Potential Purchasing Entities and contract administrators can access HP’s Baseline Price published publicly at: https://hp2b.hp.com/webapp/wcs/stores/servlet/en-US/hp2bfed/ hplistprice. This link is currently posted and will be a link at the awarded Master Agreement website. Agencies appreciate the posted Product and Services Schedule (PSS) Price List because it includes the Baseline price and the Master Agreement net price for auditing purposes. Agencies do not have to navigate multiple sites for information and instead can simply pull the PSS to gather the details needed. HP will continue to post the PSS Price List at the awarded Master Agreement site to include the Baseline Price list for easy access for verification purposes. 7. Implementation Plan and Marketing Methodology. In two pages or less, describe a
thorough implementation rollout plan for the first year as part of the proposal. At a minimum, the response should include a description of the methodology (mailings, meetings, seminars, press releases, personal contacts) proposed, estimated dates and location of activities, including tasks to be performed and the timeframe for the completion of each task. Marketing materials are subject to approval by NASPO ValuePoint, the Lead State, and any relevant Participating Entity. Responder is reminded that after a statewide Participating Addendum is in place, nearly every governmental entity, public school, and university within the state may use the Contractor’s Master Agreement.
Response: HP’s response begins on the following page.
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Upon award, HP plans to promote the NASPO ValuePoint Master Agreement through internal and external communications as approved by the NASPO ValuePoint Master Agreement Administrator. The goal of marketing the Master Agreement is not only to communicate the value proposition, benefits, and the NASPO ValuePoint-HP story, but also to emphasize HP’s flexibility in delivering and promoting the NASPO ValuePoint PSP or State-specific standards and savings as appropriate and approved by the NASPO ValuePoint Master Agreement Administrator and Participating State. As required under the Master Agreement, all marketing materials will be provided to NASPO ValuePoint for review, modification and approval prior to distribution. Communication will not be released without approval in writing from the NASPO ValuePoint Master Agreement Administrator. HP markets to customers through several unique marketing activities that, when combined, create a holistic integrated marketing plan. Marketing activities may include email, direct mail, web pages, paid media both social and display advertising, SEM keywords, content syndication with ITDM media partners, webinars and events (now virtual). The NASPO ValuePoint value message will be included in targeted communications as needed, and the Master Agreement number will be included on marketing materials when appropriate. HP will drive contract awareness and product/service promotions under the Master Agreement through HP web banners on www.hp.com, which provides an opportunity to reach a large audience of Purchasing Entities. Web banners have a “call to action” inviting the reader to contact HP for pricing and information.
NASPO ValuePoint Participating States can visit hp.com for information regarding product, warranty, pricing and more. HP is working on improvements to our websites to provide more information and an even better shopping experience. The HP Online Store features an easy-to-use interface that displays product and pricing information for the Master Agreement so Purchasing Entities can:
• Access the latest pricing, environmental certifications and promotions • Obtain quotes • Place orders online using a Procurement Card (P-card) or purchase order • Inquire about order status and delivery • Access reporting tools, tracking, invoice copies and much more
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HP will distribute periodic email newsletters and promotions to Purchasing Entities during the Master Agreement term. The promotions show current ongoing NASPO ValuePoint promotions, while the newsletter focuses on the success of the Master Agreement and promotes upcoming contract specials and state-specific standards or PSPs (see image at right). Due to the product scope, HP will provide Master Agreement promotions, as on the current Master Agreement, directly on the Master Agreement website and eMarketCenter as allowed in an awarded Master Agreement per the NASPO ValuePoint Master Agreement Administrator approved process. Promotions will be distributed through various methods, including email, newsletters, web banners, and postcard mailers to Purchasing Entities as allowed in a particular State after approval. The promotions will remind NASPO ValuePoint Purchasing Entities of special promotions, special pricing, and state-specific standards. The promotions will emphasize the aggressive HP NASPO ValuePoint pricing offered exclusively to NASPO ValuePoint participants and Purchasing Entities. HP will continue to participate in annual NASPO ValuePoint marketing events and attend other NASPO ValuePoint events and the NIGP Annual Marketing event (virtually until COVID restrictions are lifted). The HP Primary Account Representative will attend this event with the Contract Program Management team and potential management team members. Past events include MACUL, Educause, Digital Government Summits by state, The Chronicle Webinars, Government Technology Webinars and state specific events. The HP Primary Account Representative and team (which may include Management) will meet with Participating States throughout the year to review marketing plans and events. HP has scheduled seminars in local major cities to review the latest IT trends and new HP products with local agencies and HP authorized partners. HP would like the opportunity to promote the Master Agreement at these events. HP will work with the NASPO ValuePoint Master Agreement Administrator, designated NASPO ValuePoint teams and/or Participating States to make them aware of these events or schedule additional seminar events. The webinars provide important information on Master Agreement details including product scope, ordering information, Premium Savings Packages or State-specific standards, and savings. HP will host educational forums to teach State and Local Government and Education customers some of the latest technology changes and solutions impacting government. The forums will be led by HP IT specialists and SLED customers that will share best practices. This is an opportunity for customers to learn how to make the most use of the technology offered from HP while gaining insight from peer-to-peer networking. As allowed and approved by the NASPO VP Master Agreement Administrator, HP NASPO ValuePoint state-approved partners can assist in these marketing activities to promote the Master Agreement through telemarketing campaigns, events and distribution of approved marketing documents to reach even more Purchasing Entities.
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C. Response Requirements: Environmental 1. Environmentally Preferable Purchasing Commitment. Explain your commitment to
environmentally preferable purchases specifically in the areas below. a. End of life management. Include detailed information regarding takeback, recycling
and trade in programs available. Any available programs for cords and chargers should be included in this information. Responses should be no more than two pages.
Response: HP’s response begins on the following page.
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We design HP products to use resources efficiently and to last a long time. When our products eventually reach the end of their service, our robust product repair, reuse, and recycling programs help to ensure that products and materials are repurposed, which keeps them at their highest value state for as long as possible. This circular flow avoids waste and can give materials and products renewed life. These efforts support our transformation toward a more materials-efficient circular model. HP offers take-back programs in 76 countries and territories worldwide9 through a global network of reuse and recycling vendors. Our specialist reuse and recycling vendors are required to follow environmentally responsible processing techniques and comply fully with relevant regulations. Vendors in countries where EPEAT registers products must attain third-party certification (R2, e- Stewards, or WEEELABEX), and elsewhere HP favors vendors with these certifications, which have similar requirements to HP Recycling Standards. Through 2019 we recycled 528,300 tonnes of hardware and supplies, building on our long- standing commitment to recycle 1.2 million tonnes by 2025. During 2017, to promote transparency and drive social and environmental standards in the electronics industry supply chain, we published a detailed list10 of our global recycling vendor sites, an industry first. This reflects our confidence in HP’s vendor network and addresses customer and stakeholder expectations about disclosure. We hope that our leadership in this area will encourage other IT companies to do the same. HP offers the following global take-back programs:
• Hardware repair, remarketing and reuse – Our remanufacturing programs help to extend hardware lifespan, reducing environmental impacts from disposal. We provide customers guidance about how to repair their own HP product. HP Recover and Renew Services provide customers data sanitization, remarketing, and recycling for used personal systems products. Our HP hardware reuse standard outlines our requirements for vendors and subvendors who provide reuse, refurbishment, or remarketing services on behalf of HP.
• Hardware recycling – HP recycles hardware that cannot be economically repaired or reused. We offer hardware take-back options in 64 countries and territories worldwide through a global network of reuse and recycling vendors. We belong to compliance systems to comply with producer responsibility requirements of the European Union (WEEE) Directive and end-of-life legal obligations in countries across our Americas, Asia Pacific and Japan, and Europe, Middle East, and Africa regions. Consumers, home office, and commercial users have various recycling options for used equipment, including HP recycling vendors that provide take-back and recycling services or free drop-off for our products in many countries. In the United States, customers can drop off hardware (including cords and chargers) at Best Buy stores through our closed-loop recycling program as well as Staples locations. U.S. customers can also use the HP Consumer Buyback Program to exchange equipment for money or purchase credits.
9 Number of countries or territories where HP offers hardware recycling and/or HP ink cartridge recycling
and/or HP toner cartridge recycling. 10 http://h20195.www2.hp.com/V2/getpdf.aspx/c05403198.pdf
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HP Recycling Services offers custom recycling programs for commercial and enterprise customers that include reverse logistics and data sanitization with a certificate if they purchase that service. Recycling vendors must comply with the Hardware Recycling Standard. HP ink and toner cartridge recycling – HP provides free and convenient ways to recycle used HP ink and toner cartridges and Samsung toner cartridges in 66 countries and territories. Home and commercial customers can return HP ink and toner cartridges for free to almost 17,500 authorized sites worldwide. Free pickup and mail-back options are available in most countries. HP’s groundbreaking closed-loop recycling program uses plastic from recycled Original HP cartridges plus recycled bottles and hangers to create new Original HP cartridges.
2019 Performance HP designs our products to last, and make them easy to repair, so they stay in use for as long as possible. HP products are rated highly for durability and repairability. We offer refurbishment services for products returned to us, which extend product life, capture more value from natural resources, and reduce environmental impact. In 2019, HP repaired 4.62 million units of hardware (22,500 tonnes) and remarketed/reused 1.21 million units (6,200 tonnes). Aiming to recycle 1.2 million tonnes of hardware and supplies by 2025, since the beginning of 2016, HP has already recycled 528,300 tonnes. Figure 18. Progress in 2019
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b. Environmental solutions. Provide detail on how additional value is provided regarding environmental solutions such as selling refurbished/remanufactured toner and equipment. Outline how your company is willing to work with the Lead State and the manufacturers to minimize impact on the environment. Specifically address the following areas in one page or less total:
Materials – manufacturer declaration on reduction/elimination of hazardous materials (e.g., mercury and lead).
Product – in general how does Responder identify product longevity, percent of packaging and packing materials that are recycled/reusable, availability of service and replacement parts for life extension, cost, and complication to upgrade.
Corporate – detail if Responder has in place programs for sale/procurement of refurbished/remanufactured products. Responder must agree that all refurbished products proposed through this Master Agreement will be clearly labeled as refurbished during the sales process.
Response: HP’s response begins on the following page.
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As the manufacturer, HP supports the Lead State and Participating States in minimizing environment impacts as outlined in this section. Materials – HP's General Specification for the Environment (GSE)11 defines HP's global product environmental requirements that include substances and materials restrictions, substance disclosures, packaging and labeling, product labeling, user documentation, declarations, registration, and product performance requirements. HP actively identifies the materials and chemicals used in products, packaging, and manufacturing processes. We provide this information to customers, workers, communities, and other stakeholders so they can make informed decisions and reduce their own environmental impacts, subject to the need to protect confidential information for legitimate business needs and innovation. Material content information can be found on the HP Eco Declaration website, which includes REACH and IT-Eco declarations. The HP Materials and Chemical Management Policy12 guides how we specify materials and chemicals for use in products, packaging, and manufacturing processes. It applies to all HP employees and businesses worldwide and extends to our suppliers.
• Proactively identifying and evaluating materials used in our products and throughout our supply chain, and publicly providing information on the material content of typical HP personal systems and printers13.
• Prioritizing materials for replacement by assessing published lists of substances of concern, customer preferences, new or upcoming legal requirements, and sound scientific analysis that reveals a potential impact on human health or the environment.
• Working with and guiding our suppliers on replacing substances of concern with environmentally preferable alternatives.
HP has published a declaration of compliance to the European Union’s Directive 2011/65/EC, Restriction of Hazardous Substance (RoHS) criteria applicable to electronic products in various jurisdictions, such as the EU, China, South Korea, and Japan’s JISC- 0950 material declaration standard. http://www.hp.com/hpinfo/globalcitizenship/environment/pdf/leadposition.pdf Product – IT Eco declarations provide an environmental profile of a product—product life, packaging material, recycled content, availability of service and replacement parts, ease of upgrade, energy use, material use, product safety, and emissions—in an industry-standard format. Eco declarations and other product information are available online:
• Safety datasheets (SDS) – regulatory data, recommendations for safe handling, and safety information about materials (physical, chemical, and toxicological properties).
• Environmental certifications (eco-labels) – extensive online product safety and environmental information. HP’s leadership in reducing the environmental impact of its technology products has resulted in numerous qualifications that recognize our design and technological innovations. www.hp.com/go/sustainability_ecolabels
• HP Eco solutions – products, tools, services or solutions with environmental attributes. They are the results of a company-wide commitment to reduce our environmental footprint across our product portfolio.
Corporate – HP has not included refurbished or remanufactured products in its proposal.
11 https://h20195.www2.hp.com/V2/GetDocument.aspx?docname=c05998906 12 http://h20195.www2.hp.com/V2/getpdf.aspx/c05354207.pdf 13 http://h20195.www2.hp.com/V2/GetDocument.aspx?docname=c05117791
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c. Environmental Certifications. Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
Responder must describe in no more than one page how certifications/registrations are identified on the website; as well as labels on equipment and/or packing list. It is preferable that Purchasing Entities be able to view certifications and registrations at the product level.
Response:
Environmental Certifications and Registrations Product certifications help drive sustainability performance across the industry by providing comprehensive information that enables customers to make more sustainable product choices. We share extensive product safety and environmental information online. Certifications and registrations, as well as a comprehensive overview of the eco-labeling and certification programs, are available in the Eco-Labels section of our Sustainable Impact website: www.hp.com/go/sustainability_ecolabels. Purchasing Entities may view certifications and registrations at the product level. There are links under the Information Center for product certifications and registrations on the Master Agreement portal and each State contract website. Energy Star and other Eco-labels are on the equipment and are part of the configuration build/specifications; the packing list includes the product description/specifications.
Supply Chain Responsibility We also listen to increasing requests from customers for more transparency in social and environmental responsibility. HP was the first electronics company to publish a list of suppliers in its 2008 Sustainability Report. Since its initial release, HP’s Sustainability Report has increased supplier transparency by including information links about suppliers' social and environmental responsibility programs, supplier sustainability Global Reporting Initiative (GRI) framework reporting indicators, the number of reported hourly employees dedicated to the production of HP products at final assembly supplier facilities, product types manufactured at sites, and factory addresses. We disclose the names and locations of the production suppliers that represent approximately 95% of our manufacturing spend. Our products are manufactured in countries and territories worldwide, but over half of our manufacturing suppliers are based in the Asia Pacific region. Communicating openly and honestly about the opportunities and challenges that our business and suppliers face demonstrates integrity and build trust, and we continue to share detailed supplier performance information and visibility into our supply chain management. HP has a long history of industry-leading transparency in this area. In 2004, we were a founding member of the Responsible Business Alliance (RBA), previously known as the Electronic Industry Citizenship Coalition, the world's largest coalition of companies working to advance supply chain responsibility. Through the RBA, we develop industry codes of conduct and advance transparency and accountability related to worker rights, supplier disclosure, carbon footprint, and other social and environmental issues. We support our customers’ progress against their own sustainable impact goals by providing tailored information regarding the performance of the suppliers who build their products, and we work collectively to meet the growing demand for transparency from consumers.
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2. EPEAT Registration. Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
a. A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
b. A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Responder must describe how they meet these requirements in no more than one page, and include a list of all products that are in the process of being verified for EPEAT certification for which a. or b. below applies.
If Responder has products that are in the process of being verified for EPEAT certification, these products may be considered if Responder provides one of the following for each product in the process of being verified:
a. A letter from the GEC confirming that the verification process is underway. This letter must be on the GEC letterhead and be dated after January 1, 2020; or
b. The Responder’s GEC contract, CAB contract, and a letter from their CAB stating that the relevant products have been registered with the CAB and that verification is underway.
Response: HP has read and acknowledges. We will only provide applicable HP-branded EPEAT as approved series level products and any third-party product offerings of EPEAT-certified series level devices that fall within the EPEAT certified Computer & Displays and Imaging Equipment product categories permitted under the Master Agreement, unless otherwise approved by the State Procurement official under a Participating State Agreement and as allowed by the Lead State. At the initial catalog setup for the Master Agreement and subsequent Participating States, HP will remove any products that are not EPEAT certified as noted in the EPEAT Computer & Displays categories by product series level products and Imaging and Printing by certified product listed as outlined at epeat.net. 3. Total Cost of Ownership. Describe in no more than one page any tools your company
provides users to assist in evaluating the Total Cost of Ownership of products offered during the purchasing process (i.e., Contractor tools to assist buyers in identifying equipment that runs more efficiently or that utilizes fewer supplies, etc.).
Response: HP’s response begins on the following page.
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Optimizing TCO – HP computing systems undergo stringent design, test and manufacturing processes to optimize TCO. Our goal is to manufacture products of the highest possible quality with the lowest total cost of ownership. We are focused on enhancing customer experience with products that deliver the best price, feature set, and value proposition. The HP Business PC portfolio gives customers the perfect balance of cost efficiency, reliability, durability, and innovative design. Quality is built into every product as a design requirement. Built from high-quality materials and backed by legendary HP reliability, these stylish and sturdy devices are powerful yet simple to use. After careful material selection and precision-engineered construction, HP Business PCs are put to the test. Many of our PC platforms undergo multiple MIL-STD-810 test procedures to help demonstrate product quality and reliability. This standard, created specifically for the U.S. Department of Defense, is widely used as a benchmark for quality for commercial products in multiple industries. It outlines a broad range of tests that can be tailored to measure the reliability of specific pieces of equipment and includes multi-tiered climatic and environmental test methods. HP computing systems and services also include many features to help optimize TCO:
• HP Sure Start – Protects BIOS firmware from malware or corruption by ensuring only trusted code is executed. If firmware deviation is detected, HP Sure Start quarantines the BIOS and replaces it with a gold copy of the BIOS stored in the HP Endpoint Security Controller.
• Client Security Manager – Helps end-users and IT professionals configure and control many security features, including HP Sure Run, HP Sure Recover, and HP SpareKey.
• System Software Manager – A utility that automatically detects and updates BIOS, device drivers, and management agent versions on networked PCs.
• Bulk packaging – Offered on select products and designed to reduce waste and make deployment easier and more efficient. Includes consolidation of PC units, keyboards, mice, and power cords in a packaging system, and external serial number labels.
• Device Recovery Service – HP Buyback Program allows you to securely retire end-of- use devices and receive residual value at fair market value.
Evaluating TCO – HP tools include a Carbon Footprint Calculator and a VMO service.
• HP Carbon Footprint Calculators – Web-based tools show users how to reduce the environmental impact and costs of computing and printing. It takes just a few clicks to estimate how applying power-saving technologies, upgrading to more efficient features, and consolidating devices can lower energy use and carbon footprint. It takes just three basic steps to obtain an estimate of kWh usage per unit per year for comparison.
• HP Value Management Office (VMO) – Business consulting service helps users discover, quantify and communicate the business impact provided by HP solutions. Business stakeholders provide data on existing processes and systems to the VMO team, who provides an ROI analysis and business case. VMO helps users understand: – Their costs of current processes – Their options for reducing TCO, reducing risk and improving employee experience – The quantified projected value for investment consideration and justification
The HP PS Services VMO provides customers with insight into their current IT Lifecycle, providing industry benchmarked data to produce a financial outlook when introducing HP solutions and workplace capabilities. As a prerequisite, customer data inputs help to create a baseline VMO value projection.
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4. ENERGY STAR Compliant Products. Describe Responder’s commitment to the ENERGY STAR Program in one page or less.
Response: In 2020, HP was recognized for continued commitment to delivering product energy efficiency for three years in a row by ENERGY STAR® and was named ENERGY STAR® Partner of the Year. On March 31, 2020 the U.S. Environmental Protection Agency (EPA) announced that HP was the recipient of an ENERGY STAR® Partner of the Year Sustained Excellence award in the Product Brand Owner category. The recognition and “Sustained Excellence” designation substantiates HP’s ongoing commitment to improving the energy efficiency of its products.
Highlights • This is the first time that HP has received an ENERGY STAR® Partner of the Year
Sustained Excellence award, and the third consecutive year that HP has won a Partner of the Year award from the EPA.
• According to the EPA, the Sustained Excellence Award is given to partners that have received ENERGY STAR® Partner of the Year recognition for a minimum of two consecutive years and have gone above and beyond the criteria needed to qualify for recognition.
• Award winners hail from small, family-owned businesses to Fortune 500 organizations—representing energy-efficient products, services, new homes, and buildings in the commercial, industrial, and public sectors. For more information on the winners, access the EPA site.
HP ENERGY STAR® Qualified Products HP is committed to building energy-efficient products that meet or surpass the EPA’s ENERGY STAR® guidelines. Our certified products save money by reducing energy costs and help protect the environment without sacrificing features or performance. Between 2011 and 2019, we reduced the annual energy consumption of HP EliteBook 840 or equivalent by 47% and HP EliteDesk 800 small form factor desktops by 40%. In 2019, 15 Elite displays made the ENERGY STAR® most efficient list. During 2019, HP continued to achieve energy efficiency gains in our LaserJet products and saw an ongoing shift in the inkjet printer portfolio mix toward more efficient models. 94% of our home and office printer models shipped were ENERGY STAR® Certified. We continue to shift our portfolio to ENERGY STAR® 3.0, a mark of top-performing imaging equipment. For example, HP Color LaserJet and LaserJet Enterprise printers are ENERGY STAR® 3.0 certified. Original HP Toner cartridges with JetIntelligence deliver energy-efficient printing of premium-quality pages and a lower carbon footprint. Printers that use HP EcoSmart lower-melt black toner use 21% less energy, on average, than printers using the previous generation of JetIntelligence cartridges.14 For ENERGY STAR® qualified HP products, see www.hp.com/go/sustainability_ecolabels.
14 HP calculations based on Energy Star normalized TEC data comparing the HP LaserJet 300/400 series and
500 series monochrome printers introduced in spring 2019. HP 58/59/76/77A/X compared to HP 26A/X, and HP 89A/X/Y compared to HP 87A/X.
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5. TCO Certified. Describe whether any of Responder’s proposed products are TCO Certified and any other engagement with the TCO Development organization in one page or less.
Response: HP became the first company with TCO-certified products across all our platforms, and we supported the development of the new TCO standard for business notebooks and business desktops. Launched in December 2018, we were one of only four (4) companies with products certified for this eighth-generation standard. 6. Environmental Improvement Program. Describe in one page or less any product
environmental improvement program for products that have not yet received the applicable standards or certification. In addition, describe environmental efforts in each of the following areas: (1) reduction/minimization/avoidance of the use of toxic and hazardous constituents (cadmium, chromium, mercury, and/or lead); and (2) compliance with international directives such as the European Union’s WEEE Directive on reduction of chlorinated plastics (PVC) and brominated flame retardants. Contactor must provide this information for specific products to Participating Entities upon request.
Response: HP’s response begins on the following page.
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HP applies sustainability principles throughout the product lifecycle, beginning with design. This reduces our corporate environmental impact and helps our customers reduce theirs. Since 1992, we have focused on specific environmental impacts through our Design for Sustainability (DfS) program (formerly Design for the Environment). DfS is an engineering perspective in which the environmentally related characteristics of a product, process or facility are optimized. Through this program, we consider environmental impact in the design of every HP product and solution. This program has led to numerous innovations. Our DfS program focuses on Energy efficiency, Materials innovation, Services, End of life options and Social impact. HP personal computers, printers, and imaging devices are designed for disassembly and recyclability. Design for recycling features include:
• Marking plastic parts weighing over 25 grams according to ISO 11469 for easier sorting • Eliminating glues and adhesives from product construction where feasible • Using common fasteners • Including snap-in features • Plastic and metal are easily separable for easy dismantling and recycling • Metallized plastic casings are not used REACH – HP complies with the EU’s Registration, Evaluation, Authorization, and Restriction of Chemical substances (REACH) legislation, which includes requirements for assessing and managing the risks posed by chemicals. We accomplish this by working closely with suppliers to gather information on listed substances that may be in HP product materials and providing related safety information to customers. RoHS – HP complies fully with materials regulations. We were among the first companies to extend the restrictions in the European Union (EU) Restriction of Hazardous Substances (RoHS) Directive to our products worldwide through the HP GSE. HP has contributed to the development of related legislation in Europe, as well as China, India, and Vietnam. We believe the RoHS directive and similar laws play an important role in promoting industry-wide elimination of substances of concern. We have supported the inclusion of additional substances—including PVC, BFRs, and certain phthalates—in future RoHS legislation that pertains to electrical and electronics products. We met our voluntary objective to achieve worldwide compliance with the new EU RoHS requirements for virtually all relevant products by July 2013. We will continue to extend the scope of the commitment to include further restricted substances as regulations evolve. WEEE – HP fulfils all legal requirements resulting from the transposition of the Waste Electrical and Electronic Equipment (WEEE) Directive in member states’ legislations and registers with national authorities in all relevant countries or regions. Registration and enforcement dates are country dependent. HP also makes sure that any information required for the calculation of its producer obligations is provided as of the date(s) specified in national or regional legislation. There are several obligations imposed on producers of electrical and electronic equipment, such as HP. The company’s compliance approach for each of these obligations is detailed in the HP WEEE Compliance Statement15. HP has reduced PVC usage by shortening power cords. We can provide PVC-free power cords for PCs and printers in many countries worldwide, depending on the product. These initiatives have reduced PVC usage by a total of more than 7,000 tonnes since 2011. HP will continue to advance these product improvements for our PCs and printers.
15 http://sustainability.ext.hp.com/en/support/solutions/articles/35000061770-how-does-hp-comply-with-the-weee-directive-
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D. Response Requirements: Business Capabilities
1. Third-Party Products. Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Responder should describe, in no more than two pages per Band, the type of Third- Party Products they intend to offer as a part of this Master Agreement and the benefit they provide to Participating Entities. If Responder is not offering third-party products, Responder is encouraged to describe why they are not offering third-party products.
Response: HP would like to continue to include third-party hardware and software product options to complement the HP-branded product or product Band scope offered under Band 1.
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Table 2. Third-Party Hardware and Software Manufacturers – Band 1
Hardware 3DConnexion Blue Coat D-Link Humanscale MakerBot Riverbed 3M Bosch (Dremel) Drobo Hyundai MAXCases Samsonite Adaptec Bretford Eaton Imation Mellanox
Technologies Inc.
Seagate
Adesso Brocade Communications
Egan TeamBoard
iPearl Memorex SIIG
Aleratec Brother Eizo InfoCase Meridian Smith Enterprises Inc. (SEI)
Allied Telesis Buslink Elo TouchSystems
InFocus Monster Cable Products
Sony
Airgain (formerly Antenna Plus)
Bump Armor Emulex Intel Motorola StarTech
Anthro Corporation
C2G formerly Cables to Go
Epson IOGEAR M-S Cash Drawer
Symbol Technologies
Anywhere Canon Ergotron Iomega NEC Targus Apacer CHERRY EVGA JAR Systems NETGEAR Teac APC/Schneider Electric
Chicony F5 Juniper Mikon Thule
APEX Chief Manufacturing
Fairhaven Kensington Otterbox Topaz
APG Cash Drawer
CMS products Fellowes Key Tronic Peerless Industries
Tripp Lite
Apricorn Cradlepoint Fusion-IO-INC Kingston Philips Troy Asus Creative Labs Gamber
Johnson La Cie Planar Monitors Verbatim
ATI Crowley Co. Goldtouch LG Plantronics Viewsonic Avocent Crucial Gumdrop Liebert PNY Virtual
Instruments Aver Cyber Acoustics Havis LocknCharge Precision
Mounting Technologies
Western Digital
Barco Cyclone Products
HiNT Logitech ProtecT Computer Products
Xplore Technologies
Barracuda Networks
Datamation Systems
Higher Ground Magma Qlogic Xyratex
Belkin Digital Persona Honeywell MagTek Quantum Zebra Technologies
Software Classlink HEAT LANDesk
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Below is a brief overview of select third-party products offered today that complement HP products and the Band 1 offering for agencies to meet their needs and obtain savings under one Purchase Order. LANDesk Software is an asset management software system used to remotely inventory and manage desktop computers. It has the ability to report on installed software and hardware, allow remote assistance, and install operating system security patches. Targus, Gumdrop, MAXCases and Thule provide a variety of backpacks, cases, shells and sleeves, giving agencies the solutions they need to protect their notebooks. Gamber Johnson, Havis, Airgain and Cradlepoint provide products that combine to create full rugged computing ecosystems for public safety and emergency response teams such as police and fire departments, forestry and land management, and other first responders. APC by Schneider Electric provides power back-ups for desktops, workstations and retail point-of-sale systems to ensure users have consistent, clean power and protect their HP hardware. Kensington, Logitech, Belkin, CHERRY, C2G, and Adesso offer a wide variety of accessories and connections including input devices, cables, headsets and speakers to meet the various needs of agencies across the spectrum. Meridian provides the temperature verification kiosk that agencies and schools need to help protect the health of employees, customers, and students in the face of the current pandemic and going forward to protect public health. Bretford, Anywhere, and LocknCharge provide charging carts needed to facilitate learning environments across educational institutions. Barco offers diagnostic displays that medical professions use to analyze imagery and provide medical care. Topaz provides an option requested frequently during the pandemic—electronic signature pads that are connected to the desktops, notebook and tablet products. Zebra, Epson, APG Cash Drawer, and Symbol Technologies provide the necessary peripherals to provide comprehensive and flexible retail point-of-sale systems to fit the variety of needs across agencies. MakerBot and Dremel by Bosch allow education customers to enable the next generation of “makers” with cutting edge 3-D printers designed for the classroom. HP provides the manufacturer warranty information with the delivered product. In accordance with the NASPO ValuePoint Master Agreement warranty terms, HP proposes warranty claim assistance by including a link under “Information Center” at the Master Agreement website created for an awarded Master Agreement, as done today at www.hp.com/buy/naspovp-pc4 and each State site found at the map. As provided and available under the current Master Agreement, upon award, HP will provide this warranty escalation link on the main HP NASPO ValuePoint Master Agreement website and State sites under the Information Center. This provides Purchasing Entities instructions on how to call a toll-free line at HP or make a request to HP online covering a warranty claim for the third-party products sold under the awarded Master Agreement to meet the warranty terms.
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2. Auditing. Responder must describe the following in no more than two pages total: • How Responder regularly self audits the Master Agreement to ensure compliance
per Section 2.B.26. • How a Purchasing Entity will be able to self-audit to ensure quotes provided are at
the discount off list price. • How often the web pricing and invoicing is audited to ensure contractual
compliance. • Reporting mechanisms available such as Invoice Reports which will assist in
Participating Entity’s or NASPO ValuePoint’s ability to audit the Master Agreement through vendor supplied reporting tools.
• How Responder ensures that Purchasing Entities with multiple Participating Addenda with Responder are monitored to ensure purchases are correctly booked with the correct Master Agreement.
Response: HP’s response begins on the following page.
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Responder Regular Self-Audits: HP creates a master price file/catalog that includes the PSS guaranteed discounts from the PSS Price List and the scope of products allowed under the Master Agreement and thresholds tied to each part number as defined in the awarded Master Agreement and subsequent PA. Each time a Participating State executes a PA, HP uses the master price file or sets up a new price file/catalog based on the State’s exclusions, thresholds or other requirements as defined in the PA. The master price file/catalog is used if a Participating State or Purchasing Entity does not have changes to the Master Agreement in its PA. During each setup, these price files are reviewed for accuracy by contract and pricing personnel as part of HP’s contract compliance and pricing management business processes. These same reviews and approvals occur each time a product is added or Master Agreement modification received. HP’s price file/catalog of products for Band 1 is tied systematically to the baseline list price and tied to the discounts that automatically pre-calculate the price file/catalog in accordance with the guaranteed discount reflected and flowed to the Master Agreement website, quoting and order management tools. The HP system that has the price file/catalog is randomly checked during the Master Agreement term as required. Purchasing Entity Self-Audits: As done today, Purchasing Entities that want to self-audit at time of quote can go to the Master Agreement site to access the PSS Price List that includes the Baseline price and PSS pre-calculated contract net price. A Purchasing Entity can also contact the designated HP Primary Account Representative, who can guide the Purchasing Entity through the process or complete it on their behalf with the designated details from the PSS Price List for their reference. For example, a State agency recently made such a request to the HP Primary Account Representative, who used the format below to gather content from the PSS Price List published on the contract site to provide an auditable view. While Purchasing Entities typically request this from the Primary Account Representative, HP Inside Sales Representatives on occasion can also provide the contract and baseline price quotes for reference for Purchasing Entity auditing purposes. These verifications are available for current or past invoice/order audit requests. Table 3. Example Request Format
Cat Part Number
Description Base List Price
NASPO VP Net Price
NASPO VP Minimum Discount
Volume Pricing Per Unit
ProBook 11 x360 Cel 4120-Quad Core-4GB/128GB $ 765.00 $634.59
Add here 2M2 7CB77AV HP IDS UMA CelN4120 4GB x360 11
G5 BNBPC $ 378.00 $328.86 13.00%
23M5 7CB80AV ChalkboardGray+SOG PLA+TPU MCDT $ 2.00 $ 1.58 20.00%
23M5 4SS11AV OS Localization $ 2.00 $ 1.58 20.00%
23M5 7CC00AV Win 10 Pro 64 MSNA $ 34.00 $ 26.86 20.00%
23M5 7CC09AV 128GB SSD M2 SATA-3 TLC $ 120.00 $ 94.80 20.00%
23M5 7CB86AV No 2nd Webcam CBG $ 2.00 $ 1.58 20.00%
23M5 7CB88AV No HP Pro Pen $ 2.00 $ 1.58 20.00%
23M5 7CB83AV 11.6 HD LED SVA 220 wCAM slimTS $ 123.00 $ 97.17 20.00%
23M5 7CC12AV Intel 9560 ac 2x2 MU- MIMOnvP160MHz+BT5WW
$ 10.00 $ 7.90 20.00%
23M5 7CB73AV 3 Cell 48 WHr Long Life $ 38.00 $ 30.02 20.00%
23M5 7CB69AV 45 Watt nPFC USB-C AC Adapter $ 14.00 $ 11.06 20.00%
23M5 7CC16AV C5 1.0m stkr CNVTL Power Cord $ 2.00 $ 1.58 20.00%
23M5 7CC14AV 1/1/0 Warranty $ 17.00 $ 13.43 20.00%
23M5 7CC17AV Country Localization $ 3.00 $ 2.37 20.00%
23M5 7CX81AV CBG Clickpad SR $ 16.00 $ 12.64 20.00%
23M5 X7B24AV eStar Enable IOPT $ 2.00 $ 1.58 20.00%
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Entities that require an audit of past orders/invoices should contact the HP Contract Sales Manager to ensure the appropriate baseline price is utilized. Changes to the baseline price may have been reflected for past orders, such as discontinued product not reflected or price increases or decreases recently reflected. HP maintains all baseline price files as well as the Master Agreement and Participating State or Purchasing Entity price files as required for auditing purposes. Web Pricing and Invoicing Audits: HP audits purchase orders and corresponding invoices randomly on a quarterly basis under the Master Agreement today and will continue this process under a new awarded Master Agreement. The website, quotes and invoices generated by HP systems are based on contract number tied to a specific price file/catalog for pricing and systematically flows. All quotes are generated from the same tool as the website, automatically reflecting the discount off HP list price as required under the Master Agreement, and invoices reflect the lowest price at the time the product ships to include any volume pricing per part number. If an order is received for HP-branded product and a price decrease was generated prior to shipment, the Purchasing Entity will receive the price decrease reflected on the invoice, providing additional savings. HP’s new default invoices provide the Master Agreement discount (see screen shot below), providing agencies another way to audit. If there is volume pricing another line item will be listed with the additional amount.
A Participating State’s or Purchasing Entity’s specific standards are typically included in the same price file as the catalog for products allowed under the Master Agreement. The HP system shopping logic automatically shops for the lowest price within the price file to ensure compliance, self-auditing the system. Price files created for only select configurations, such as PSPs, are monitored weekly by an assigned Customer Support team, and a self-audit is conducted monthly to ensure pricing is maintained. Reporting Mechanisms: The current HP reporting provided in the Master Template provides the Baseline price, the Band discounts and the price invoiced. By utilizing the files already in place, a calculation can be added to a column to verify prices were at or below the Master Agreement net price. The HP Contract Operations team conducts this type of audit quarterly to ensure compliance. Upon request by the Lead State, Participating State or Purchasing Entity to the assigned Contract Sales Manager in support of this Master Agreement, additional reporting such as open order, sales data on shipments, quote reports and invoice reports for auditing purposes or simply to assist the agency in its product purchase analysis can be provided, as done today. Ensuring Purchases are Booked Correctly: The HP Contract Operations team conducts a monthly review on quarterly master sales data to ensure purchases are correctly booked and reflected under the correct Participating State PA. If human error is discovered in entering the order, order management compliance teams are engaged to investigate and take steps necessary to correct an issue proactively. HP agrees to continue this process upon award of the new Master Agreement.
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3. Economic Development Programs. Describe how your company, if awarded a contract, will further the Lead State’s goal of fostering economic development and reducing economic disparities through diversity and inclusion. Points may be awarded to companies articulating strong policies supporting small, diverse, and veteran-owned businesses in areas such as hiring practices, supply chain management, subcontracting, etc. Detail your company’s demographic breakdown and any other information pertinent to efforts in this area.
Responses to this section should be no more than two pages. Response: HP is committed to fostering a culture where diversity, equity and inclusion are at the forefront. HP has the most diverse Board in the U.S. technology industry, and 62% of our U.S. hires in 2020 were from underrepresented groups. We are also among the top technology companies for women in executive positions. Women represent 29.6% of the company’s full-time vice president positions, up from 18.3% in 2015, and 32.3% of full-time directors, compared to 22.7% in 2015. Figure 19. HP Employee Demographics16
But we must do much more—particularly when it comes to the number of Black employees hired and retained at HP. That’s why we plan to double our number of Black and African American executives by 2025. And we are committed to doing the hard work needed to help stamp out systemic racism and discrimination in all its forms. In June 2020, HP launched the Racial Equality and Social Justice task force. The task force will identify and execute on the biggest opportunities we have as a company to drive societal change, first in the United States, then globally. Nearly 500 employees raised their hands to take part in this critical issue. The strategy involves advancing efforts inside HP, accelerating our external ecosystem and affecting change at the local and national level. Our commitment extends beyond our own employees to our relationships with suppliers, partners, and communities worldwide. We continue to innovate our Global Supplier Diversity program in the United States and South Africa. In 2019, HP’s Supplier Diversity Program had a total economic impact of $698M USD, supported over 4,400 jobs and $268 million in income earned by employees in those jobs based in the US. For the US Government Year 2019, HP awarded $374M USD to more than 1,000 suppliers including: small businesses, minority-owned, veteran-owned, service-disabled veteran- owned, women-owned, those located in historically Under-Utilized Business Zones (HUBZones), and Historically Black Colleges and Universities (HBCU).
16 HP 2019 Sustainability Impact Report https://h20195.www2.hp.com/v2/GetDocument.aspx?docname=c06601778
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HP’s drive to advance opportunities for US Veteran-owned businesses earned us recognition on the Military Friendly ® 2020 Supplier Diversity list. We believe this demonstrates our commitment to be a social and economic asset in the communities where we live, work, and derive revenues. Active engagement in the National Minority Supplier Development Council (NMSDC), Women’s Business Enterprise National Council (WBENC) and Tech:Scale empowers us to impact the industry, lead in diverse purchasing best practices, and cultivate relationships with diverse suppliers across the United States and Puerto Rico. HP also took the NMSDC “In This Together” pledge sponsoring programs to invest in minority businesses struggling to recover from COVID-19 and coalitions to eradicate racial wealth gaps and access to start-up capital. Our commitment to diversity is expanded to the efforts of our suppliers. HP sets an expectation for suppliers providing services in the US to make a best effort to spend a minimum of 10% with diverse businesses. In addition to promoting diversity in our supply chain, we advance diversity amongst our resellers through mutually beneficial relationships. Through our HP PartnerONE Diversity network, we maintained relationships with, and provided marketing and sales support to, more than 180 diverse resellers that are classified as diverse businesses. To improve the diversity of our suppliers’ workforces we run diversity initiatives with our main advertising agencies and U.S. law firm partners. Our legal team is focused on improving diversity among our U.S. law firm partners and withholds up to 10% of all invoicing of those partners who fail to meet diverse minimal staffing on work for us. Law firms are asked to staff at least one underrepresented minority or one woman partner and one racially/ethnically diverse attorney, each performing at least 10% of the billable hours on HP business. Firms are required to track and share data quarterly. As of the end of 2019, 94% of firms met the requirements, up from 46% in early 2017 when this initiative was launched. Women represented 43% of team members—up from 23% in early 2017. The number of underrepresented minority partners increased to 30% at the end of 2019— up from 21% in early 2017. Overall, 84% of HP’s outside counsel teams were led by a diverse partner at the end of 2019—up from 73% the prior year. These initiatives have earned us numerous awards such as the Transformative Leadership award from Inside Counsel, the President’s Award from the National Association of Women Lawyers, and the Matthew J. Whitehead Diversity award from the Association of Corporate Counsel. Our Marketing agencies who partner in our diversity initiative have exceeded gender parity with women holding 55% of senior leadership roles on HP account teams in 2018. 4. Partner Utilization. If utilizing partners, the Contractor is responsible for the partners
providing products and services, as well as warranty service and maintenance for equipment the partner provides. The Lead State must approve a Contractor’s plan for partner utilization. Once a Contractor’s plan is approved, Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum.
If the Contractor has been approved to use partners, each Participating Entity represented by NASPO ValuePoint that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
If partners are proposed, Responder must describe: • The process to qualify partners and sales personnel to represent the product,
including any certifications.
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Response: HP will utilize Partners as 1) Reseller Agents, 2) Fulfillment Subcontractors, and 3) Authorized Service Providers (collectively, “Partner”) for warranty break/fix or custom services. These Partner Programs will be available as allowed and approved by the Participating State. HP Partners supporting an awarded Master Agreement are specifically focused on supporting the State to support State and Local Government and Education (SLED) customers and opportunities. These Partners receive additional training and certification to enable them to assist purchasers in meeting their special needs. HP’s Partner Program team is dedicated to supporting the sales teams and Partners under the Programs. HP only authorizes Partners who have been certified and authorized under a rigorous vetting process that includes state requirements, proven track record, and training on the nuances of each state Participating Addendum, limitations, and terms and conditions as implemented/executed in the state they serve. Authorization and selection are based on several factors, including:
• Education experience in supporting the specific state • Specific line of business model • Industry expertise • Diversity status (women-owned, minority-owned, etc.) • Established relationships with HP and a customer base • Detailed business plans • Ability to identify customer needs and provide solutions with the best investment value • Best value-added sales and services organization to support SLED purchasers Additional qualifications for authorization and enrollment in the Public Sector Partner Network include:
• Status as an HP Authorized Partner in good standing • Track record of sales of HP products to the public sector • A minimum of three (3) sales representatives dedicated to public sector • Completion of HP’s developed Master Agreement training (posted on HP’s Partner
Portal and as required by specific contracts) HP authorized Partners that are selected participate in a rigorous nomination, application, and certification process. Only Partners that also meet the specific requirements of a particular contract are nominated to apply for program acceptance. Nominated Partners apply for program participation via an extensive application and business plan process based on the criteria above. These applications and business plans are reviewed to select only those Partners most qualified to support the Master Agreement. Authorized Partners are reviewed monthly for contract compliance and reviewed annually for contract success. Selected Partners are vetted to ensure they meet all Master Agreement requirements, including, though not limited to, Partner confirmation of the following:
• Legally established to do business in the state • No conviction, disbarment, or suspension, or any complaints on file with the state • HP Partner in good standing • E-Verify registered • No outstanding state taxes • Agreement to adhere to the applicable state and federal laws when doing business in
support of the Master Agreement and Participating Addendum.
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In addition, Partners must meet HP standard business requirements before they are submitted to each Participating State for approval. • The business relationship between partners and the manufacturer and services to
be performed; for example, if partners will only be used for assistance in locating products/services, or if partners will be used to accept orders and payments (with the agreement of the Participating Entity).
Response: HP will be utilizing Partners that will provide pre- and post-sales support in two (2) ways: 1. HP Reseller Agent Program
– The purchase order is issued to HP – The Partner assists with recommending HP solutions, configurations, and
technology and may serve as a local expert resource to the customer and may provide demonstration units for evaluation purposes and customer education on HP’s products, offerings and solutions
2. Fulfillment Subcontractor Program – The purchase order is issued to the authorized Partner – The Partner assists with similar sales and customer satisfaction related support, but
also fulfills the product, manages the order, invoice and delivery process on behalf of HP, and performs authorized services for warranty break/fix or custom services as allowed and approved by the Participating State.
HP has a sales team of Public Sector Territory Managers specifically assigned to support State and Local Government and Education partners and the NASPO ValuePoint Participating State agencies procuring under the Master Agreement. Additionally, Partner Business Managers are assigned at the local level to manage the HP relationship with the Partners. These teams manage the business relationship with each Partner and conduct regular business reviews that include, but are not limited to, new Program requirements and guidelines, new products, end of life products, road maps on future technology, and any other Partner Program, HP company, or product updates. Directly supporting Partners with these teams gives Partners immediate access to the same product and Program training as HP employees, enabling them to fully represent HP in all aspects of the business. The business relationships with our Partners include the different Programs that HP has outlined and is offering under this Master Agreement. HP works closely with each Partner to ensure training and contract and Program compliance. Authorized Service Providers provide warranty break fix services and may be authorized for all or a subset of products available in the Bands offered under this Master Agreement. HP has service partner teams that manage the relationships, training and certifications to meet the warranty requirements of HP products. NASPO ValuePoint and Participating States can be confident that HP takes significant measures to monitor and manage its relationships with third-party service delivery Partners. Service delivery Partners are managed by an HP vendor management organization. The vendor management team is responsible for service partner communications, expectation setting, customer information, product knowledge, process development, and Master Agreement negotiation. HP and the service delivery partners have worked together to develop very robust, electronic and automated communication
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processes to monitor and manage the delivery of service to customers, like NASPO ValuePoint participants and Purchasing Entities. HP retains responsibility for all aspects of contract performance regardless of the Partner utilized, and HP’s business relationship with our Partners helps us serve participating states and Purchasing Entities with the best flexibility and robust offerings. • How partners are contractually bound to the Master Agreement terms and
conditions. Response: Once the Participating State has provided final approval for the requested Partners, Fulfillment Subcontractor Partners are required to complete program agreements that flow down the Master Agreement and Participating States’ terms and conditions. Partners are required to participate in training specific to the requirements of the Master Agreement and State Participating Addenda. After all Partner employees who support the Master Agreement have successfully completed the HP-required training and the Partner has accepted the terms of the Agreement, HP issues a letter of authorization that approves Partners to accept and fulfill purchase orders for eligible Purchasing Entities in that given Participating State. At that time, the Partners are provided access to Master Agreement approved pricing, with details on how to obtain discounted pricing during the Master Agreement term. An overview of the process is outlined below. Fulfillment Subcontractor On-boarding Process After Approval 1. Partner Program Agreements
– HP contractually binds Partners through addenda to the Partners’ HP US Partner Agreements.
– Authorized Partners are expected to abide by HP’s “Partner Code of Conduct,” which includes a Standard Business Code of Conduct relative to the State laws and statutes covered in HP compliance training.
2. Training – Webinar training covers program, Master Agreement and reporting requirements. – Training is complete once all identified members of the Partner organization have
successfully completed mandatory training. 3. HP Partner Letter of Authorization
– Only after the required Program and contractual documents are received, and all necessary Partner sales and support team members have completed the training, Partners will receive an HP Letter of Authorization. After final authorization of all approved Partners, HP updates the Master Agreement e-commerce site with the list of Partners and Partner contact information.
4. Partners may commence selling under the Master Agreement as authorized. • How partner sales will be accurately tracked and reported. Response: Under the Partner Fulfillment Subcontractor Program, reporting is as follows:
• Partners are required monthly to provide HP either a report for all invoiced NASPO ValuePoint PC sales for the state(s) in which they are authorized or a “no sales to report” email. HP tracks and manages compliance that a report or a “no sales” email is received from each Partner monthly.
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• All reports are reviewed for compliance to Master Agreement pricing and other terms and conditions (sold to, ship to, etc.) to the best of HP’s ability. Pricing issues, should they occur, are addressed by the Program team, and the Partner is required to correct the issue and report the correction the following month. Compliance is tracked and managed by HP.
• HP sends all Authorized Partners a summary contract report quarterly, identifying all sales as reported to HP, and asks the Partners to ensure the accuracy. If any issues are identified by the Partner, HP and the Partner reconcile and correct any outstanding sales in the following quarterly/monthly report to NASPO ValuePoint.
• Each of the individual monthly reports is amalgamated into a master Subcontractor report and provided to HP’s Contract Administration team, who in turn amalgamates the Partner sales reports with the HP Direct sales report for submission to NASPO ValuePoint quarterly or monthly as required.
• The remedy plan if the partner or sales personnel are not in compliance. Response: All efforts are made to educate, inform, train and clearly communicate all NASPO ValuePoint Master Agreement and Participating State Participating Addenda requirements to authorized fulfillment subcontractors, to ensure compliance to terms and conditions. For any compliance issues, HP follows the current course of action, which may differ depending on the requirements set by a specific Participating State, and agrees to modifications or updates as approved by the NASPO ValuePoint Lead State: 1. Review compliance issue and actions with the state-designated Procurement Official. 2. Take appropriate action to correct the compliance issue, which may include additional
program training for the Partner, HP Management involvement, compliance notification or removal of Partner from the Program as an authorized fulfillment subcontractor.
HP agrees to finalize a mutually agreeable course of action that meets the State Procurement and/or NASPO ValuePoint Lead State’s satisfaction. Summary In summary, HP currently has more than 300 authorized public sector fulfillment subcontractors covering 18 HP-held SLED contracts nationwide, thousands of Partners selling to public sector, and hundreds of HP authorized service providers nationwide to support the NASPO ValuePoint Master Agreement. To locate a specific reseller, participating entities can select from the authorized list that will be posted on each HP Participating State NASPO ValuePoint website by selecting the appropriate State in the map or as noted on the main Master Agreement portal page. HP includes reseller contact information and diversity status, to make selecting a diverse reseller easier. Only reseller agents and/or subcontractors approved by each participating state, based upon the required contractual processes, will be listed on the site. One of the great values of a Master Agreement with HP is the vast community of local HP Authorized Partners available to service and support participating entities with a personalized touch that increases customer satisfaction while also providing economic value to the community and supporting diversity programs. 5. 2019 National Defense Authorization Act, Section 889(f)(3). Under the 2019 National
Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are not subject to this act, there is
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increasing concern for the security of state data. To allow potential purchasers to evaluate the risk of entering into a Participating Addendum, please answer the following questions:
• Is the purchase of any product proposed under your response to this solicitation prohibited under law, regulation, or policy by the United State federal government, a US State or territory, or a local governmental entity? If so, you must identify the prohibition and provide an explanation.
Response: No. • Is Responder owned in part or whole by a foreign government or foreign
government entity? If so, please provide a narrative explaining Responder’s ownership.
Response: No. • Is Responder subject to Chinese law, including the China Internet Security Law,
effective June 2017 (or later), as passed by the Chinese Communist Party, through the Standing Committee of the National People’s Congress? If so, please provide a narrative explaining Responder’s obligations under Chinese law.
Response: The China Internet Security Law does not apply to HP Inc. A responder is required to immediately report to the Lead State any changes in the
responder's responses to the above questions during the solicitation process, and Contractors will be required to immediately report any such changes to the Lead State during the term of their Master Agreement. As a reminder, all responses to this solicitation are subject to Minnesota’s False Claims Act and may be subject to others upon execution of Participating Addenda.
Response: HP has read and acknowledged.
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E. Response Requirements: Customer Support 1. Sales Support Training. Detail how Responder will train sales staff to ensure they are
well versed in the terms and conditions of the Master Agreement. Restrict your response to a half page.
Response: Annually, all HP employees are required to take Standard Business Code of Conduct training, and employees supporting Public Sector are mandated to complete the “Doing Business with U.S. Public Sector Customers” training to ensure an understanding of the laws and requirements of Public Sector customers. The training includes, without limitation, Procurement Integrity, Organizational Conflict of Interest, Gifts Policy, Consultants, False Statements/Claims, Product Substitutions, and Ethics. Upon award, the Primary Account Representative will conduct training on the overall Master Agreement and specific requirements for teams supporting a Participating State that may have requirements different from the Master Agreement, to include but not be limited to product or service exclusions, thresholds, and contract numbers. This training will be conducted with Inside Sales teams on-site and the Field Account Manager and other operational teams by phone or a webinar, through pre-set training calls and staff calls. HP also has a goal to develop web-based training modules, to be reviewed and approved by the NASPO ValuePoint Master Agreement Administrator, for use in training partners as well as sales and operations teams. These training modules would include a mandatory test at the end of the training module, and any person who misses a question would be required to receive additional training either by phone or on-site with the Primary Account Representative and re-take the module. Those re-taking the training module would take a different test than the original test, to ensure understanding of the contract requirements. HP will make reasonable efforts to ensure the vast number of employees and partners are trained as quickly as possible, re-train individuals that may require additional support, and ensure all employees and partners have training for compliance purposes through the Master Agreement term. The Primary Account Representative continues to be available daily to answer questions from employees, partners and partner program managers. 2. Primary Account Representative. Responder must provide a Primary Account
Representative to work with the Master Agreement Administrator on all aspects of the Master Agreement. This account representative is responsible for the performance of the Master Agreement and must provide timely response to all requests from Master Agreement Administrator and Participating Entity.
Identify the proposed account representative and briefly describe the duties of the account representative and their role in the sales cycle. Restrict your response to a half page.
NAME: Debra Lee TELEPHONE #: 847-537-0344 EMAIL ADDRESS: Debra.lee@hp.com
Response: Debra Lee is the HP Primary Account Representative reporting to the VP/General Manager of Public Sector Sales and has been with HP for 25 years. She interacts daily with General Sales Managers, Inside Sales District Managers, Territory and Inside Sales
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Account Managers, Service Sales Manager, Partner Program and Channel Managers, Business Unit VP and Product Managers, VP of Service Delivery, Service Delivery Manager, Technical Teams, Order Management and Management teams in each area and numerous other teams. Debra’s industry knowledge, leadership and problem-solving skills are why she is assigned and responsible for all aspects of the Master Agreement and Participating States and agencies. Providing timely responses is one of Debra’s key goals, which she consistently achieves. Debra’s key duties include:
• Escalation for Customer Satisfaction resolution covering all areas • Contract Monitoring and Administration in a timely manner • Contract Maintenance including quarterly submissions in a timely manner • Master Portal and State Website setup • Review and acquisition of PAs for negotiation and follow through to completion • Master and State PA training for Sales, Partner Program and Order Management teams • Development of special State reporting requirements (Savings/Year End) as requested • Management of verification/audit requirements on agency quotes, invoices and orders • Outline of compliance requirements to internal teams including sales • Premium Savings Package Refresh, Pricing Reviews and submissions • Advising HP internal teams on competitive bids utilizing the Master Agreement/PA • Management of Extension/Amendments with Lead State and Participating States • Development of marketing items for internal implementation for Lead State approval • Performance Reviews and workbook activities • All other activities related to this Master Agreement internally or externally 3. Complaint Resolution. Responder must describe their procedures for addressing and
resolving customer problems and complaints regarding service, equipment, or billing. Include timelines and escalation process. Limit your response to one page.
Response: HP’s response begins on the following page.
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Most problems are readily resolved before escalation is necessary. For instances where problems cannot be so quickly resolved, HP follows the formal escalation procedures described below. As seen today, a State Procurement office or Purchasing Entity can escalate to the HP assigned HP Primary Account Representative. Once the Primary Account Representative is engaged, service escalations are reported to the Delivery Manager Director with resolutions within 24 hours and a call to the agency within hours of escalation request. Invoicing and billing issues are escalated to the Order Management and Credit Manager and as seen even in the last week a response was provided within hours to resolution for a State agency. We encourage any agency that goes through the standard process and is not completely satisfied to reach out to the Primary Account Manager. This single point of contact has a goal to achieve 100% customer satisfaction throughout the term of the Master Agreement and has provided complaint resolutions successfully, with the exception of matters impacted by the pandemic. Order and Delivery Escalations An assigned Customer Service Representative (CSR) oversees the Direct order fulfillment activities from the point of order entry and acceptance, to invoicing and delivery. The CSR is responsible for identifying and escalating issues and seeing them through to resolution. Table 4. Customer Services is required to adhere to the following standard service levels.
Standard Service Levels PO Receipt to CSR order entry 4 business hours PO Receipt to clean (executable) order 8 business hours Confirmation sent to customer/sales/management that order has been placed and provide order # and ETA if available.
4 business hours
Estimated Ship Date upon order entry (provided to customer as requested or as part of regularly scheduled open order report)
Estimate based on best information available, with follow-ups as new information becomes available
Updates to estimated ship date (provided to customer as requested or as part of regularly scheduled open order report)
As new information becomes available
Phone/email response to customer (from time customer leaves voicemail/email to time CSR calls/emails customer)
4 business hours
RMA request (from CSR receipt to RMA generation) 12−24 business hours Warehouse receipt of returned goods to completion of credit 3 business days
For additional order escalation requirements, Customer Services works with the Business Operations Team, which serves as a liaison between IT, Supply Chain, and other OM support groups. Examples of support provided by this team include:
• Facilitating product allocation and process management • Managing reserved/protected order approvals (holding orders and pre-builds) • Order transfers, Constrain queue management • Drop ship order management (cancel/change), manual drop ship invoicing • Monitoring order fallout activity • Order management assistance for internal procurement • Facilitating break-fix order solutions to get order moving through system (i.e., support
with business process, order routing or system related issues) • Root cause analysis of hard-to-fix order processing issues and assistance with opening
IT help desk tickets to drive long-term resolution • Month/Quarter/Year End activities • Other non-technical support
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M0483 PA HP Draft 3.12.2024 Exh A - State of New Jersey Standard Terms and Conditions 6.21.2023 2.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS 2.1 BUSINESS REGISTRATION 2.2 OWNERSHIP DISCLOSURE 2.3 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN 2.4 ANTI-DISCRIMINATION 2.5 AFFIRMATIVE ACTION 2.6 AMERICANS WITH DISABILITIES ACT 2.7 MACBRIDE PRINCIPLES 2.8 PAY TO PLAY PROHIBITIONS A. For Contracts Awarded Pursuant to a Fair and Open Process B. For Contracts Awarded Pursuant to a Non-Fair and Open Process 2.9 POLITICAL CONTRIBUTION DISCLOSURE 2.10 STANDARDS PROHIBITING CONFLICTS OF INTEREST 2.11 NEW JERSEY BUSINESS ETHICS GUIDE CERTIFICATION 2.12 NOTICE TO ALL CONTRACTORS SET-OFF FOR STATE TAX NOTICE 2.13 COMPLIANCE - LAWS 2.14 COMPLIANCE - STATE LAWS 2.15 WARRANTY OF NO SOLICITATION ON COMMISSION OR CONTINGENT FEE BASIS 2.16 DISCLOSURE OF INVESTIGATIONS AND OTHER ACTIONS 2.17 DISCLOSURE OF PROHIBITED ACTIVITIES WITH RUSSIA OR BELARUS 3.1 COMPLIANCE - CODES 3.2 PREVAILING WAGE ACT 3.3 PUBLIC WORKS CONTRACTOR REGISTRATION ACT 3.4 PUBLIC WORKS CONTRACT - ADDITIONAL AFFIRMATIVE ACTION REQUIREMENTS 3.5 BUILDING SERVICE 3.6 THE WORKER AND COMMUNITY RIGHT TO KNOW ACT 3.7 SERVICE PERFORMANCE WITHIN U.S. 3.8 BUY AMERICAN 3.9 DOMESTIC MATERIALS 3.10 DIANE B. ALLEN EQUAL PAY ACT 3.11 EMPLOYEE MISCLASSIFICATION 3.12 CYBERSECURITY INCIDENT REPORTING REQUIREMENT 4.1 INDEMNIFICATION 4.2 INSURANCE 5.1 CONTRACTOR IS INDEPENDENT CONTRACTOR 5.2 FORCE MAJEURE 5.3 CONTRACT TERM AND EXTENSION OPTION 5.4 STATE’S OPTION TO REDUCE SCOPE OF WORK 5.5 CHANGE IN LAW 5.6 SUSPENSION OF WORK 5.7 TERMINATION OF CONTRACT 5.8 SUBCONTRACTING 5.9 RESERVED 5.11 PERFORMANCE GUARANTEE OF CONTRACTOR 5.12 DELIVERY REQUIREMENTS 5.13 APPLICABLE LAW AND JURISDICTION 5.14 CONTRACT AMENDMENT 5.15 MAINTENANCE OF RECORDS AND AUDITS 5.16 ASSIGNMENT OF ANTITRUST CLAIM(S) 5.17 NEWS RELEASES 5.18 ADVERTISING 5.19 ORGAN DONATION 5.20 LICENSES AND PERMITS 5.21 CLAIMS AND REMEDIES 5.22 ACCESSIBILITY COMPLIANCE 5.23 CONFIDENTIALITY 6.1 PRICE FLUCTUATION DURING CONTRACT 6.2 TAX CHARGES 6.3 PAYMENT TO VENDORS 6.4 OPTIONAL PAYMENT METHOD: P-CARD 6.5 NEW JERSEY PROMPT PAYMENT ACT 6.6 AVAILABILITY OF FUNDS 7.1 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS. 7.2 DOMESTIC PREFERENCE FOR PROCUREMENTS 7.3 PROCUREMENT OF RECOVERED MATERIALS 7.4 EQUAL EMPLOYMENT OPPORTUNITY 7.5 DAVIS-BACON ACT, 40 U.S.C. 3141-3148, AS AMENDED 7.6 COPELAND ANTI-KICK-BACK ACT 7.7 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT, 40 U.S.C. 3701-3708 7.8 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 7.9 CLEAN AIR ACT, 42 U.S.C. 7401-7671Q, AND THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. 1251-1387, AS AMENDED 7.10 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689) 7.11 BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. 1352 7.12 PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT EXHIBIT A - GOODS, GENERAL SERVICE AND PROFESSIONAL SERVICES CONTRACTS EXHIBIT B - CONSTRUCTION CONTRACTS EXHIBIT C - EXECUTIVE ORDER NO. 151 REQUIREMENTS
Ex. B - HP Inc. MA 23011 (23-28) HP_ExD.pdf Control Set Discounts Volume Discounts Services Lease Rates Prompt Payment
Ex. C - NASPO_2023_ComputerEquipment_Soliciation 29720.pdf SECTION 1: SCOPE OF WORK A. INTRODUCTION B. OBJECTIVE C. NASPO VALUEPOINT BACKGROUND INFORMATION D. PARTICIPATING STATES E. PRODUCT BANDS F. CONFIGURATION LIMITS G. PRODUCT RESTRICTIONS a. Software 1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits. 2. Any software purchased must be related to the procurement of equipment. 3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except as set forth in Section 1.G.a.4, below. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
b. General Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Managed Print Services are not allowed.
c. Cloud Services 1. Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits. 2. Any Cloud Service purchased must be related to the procurement of equipment.
d. Third Party Products 1. Third Party Products can be offered only in the Bands they have been awarded. All Third-Party Products must meet the definition(s) of the Band(s) in which they are being offered. 2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.
e. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.
SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS A. SOLICITATION TERMS, CONDITIONS, AND INSTRUCTIONS 1. Award. 2. Acceptance of Terms and Conditions. 3. Master Agreement Administrator. 4. Schedule of Events. 5. Electronic Files to Download, Complete, and Return. 6. Pre-Proposal Webinar Meeting. 7. Questions and Inquiries. 8. Addenda to the RFP. 9. Clarification. 10. Proposal Preparation. 11. Authorized Signature. 12. Narrative Response. 13. Cost Proposal. 14. Accessibility. 15. Trade Secret/Confidential Information. a. Responders must not submit as part of their response trade secret material, as defined by Minn. Stat. § 13.37. b. In the event trade secret data are submitted, Responder must defend any action seeking release of data it believes to be trade secret, and indemnify and hold harmless the State, its agents and employees, from any judgments awarded against the Lead ... c. The Lead State does not consider cost or prices to be trade secret material, as defined by Minn. Stat. § 13.37. d. A responder may present and discuss trade secret information during an interview or demonstration with the Lead State, if applicable.
16. Irrevocable Offer. 17. Alterations. 18. Material Deviation. a. gives the responder taking the exception a competitive advantage over other responders; or, b. gives the Lead State something significantly different from that which the Lead State requested.
19. Nonresponsive Responses. 20. Completion of Responses. 21. Dispute Resolution Procedures. 22. Disposition of Responses. a. clearly mark all trade secret materials in its response at the time the response is submitted; b. include a statement with its response justifying the trade secret designation for each item; and c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the mate...
23. Public Information. 24. Solicitation Governing Law and Venue. 25. Organizational Conflicts of Interest. a. the Responder is unable or potentially unable to render impartial assistance or advice to the State; b. the Responder’s objectivity in performing the work is or might be otherwise impaired; or c. the Responder has an unfair competitive advantage.
B. NASPO VALUEPOINT TERMS AND CONDITIONS 1. Conflict of Terms/Order of Precedence. a. Any order placed under this Master Agreement shall consist of the following documents: 1. A Participating Entity’s Participating Addendum (“PA”); 2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; 3. A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Mast...
b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreem... c. Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenc... d. A written Master Agreement (which may include the contents of this RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and... e. Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agr...
2. Definitions. a. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product. b. Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g. mouse pad or monitor stand). For the purposes of this RFP, accessories are considered peripherals. c. _____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall ... d. Band means a category of products. There are three product bands which may be awarded through this RFP. Each product band includes related peripherals and services. e. Components are the parts that make up a computer configuration. f. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. g. Configuration means the combination of hardware and software components that make up the total functioning system. h. Customer (see Purchasing Entity). i. Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keybo... j. Embedded Software means one or more software applications which permanently reside on a computing device. k. Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performan... l. EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electro... m. FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. n. FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door... o. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest ther... p. Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptops include notebooks... q. Lead State means the State centrally administering any resulting Master Agreement(s). r. Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. ... s. Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment. t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor. u. Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software. v. NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state c... w. Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. x. Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products. y. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedur... z. Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter int... aa. Participating State means a state that has executed a Participating Addendum. bb. Partner means a company, authorized by the Contractor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Cont... cc. Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system. dd. Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative ... ee. Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For m... ff. Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and s... gg. Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of som... hh. Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that... ii. Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are ... jj. Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not ... EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM. kk. Software means, for the purposes of this RFP, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified in Section 1.G.a. “Softwar... ll. Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this RFP mm. Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. nn. Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this RFP. oo. Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life. pp. Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment. qq. Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Co... rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version. ss. Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase. tt. Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.
3. Term of the Master Agreement. a. The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of P... b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the foll...
4. Amendments. 5. Participants and Scope. a. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Albe... b. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order... c. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of t... d. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate ... e. NASPO and NASPO ValuePoint are not parties to the Master Agreement. f. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and S... g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordina... h. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Adde...
6. Individual Customers. 7. Independent Contractor. 8. Contracting Personnel. 9. Changes in Contractor Representation. 10. Contractor Verification. 11. Contractor Performance Meeting. 12. Laws and Regulations. 13. Price and Rate Guarantee Period. 14. Premium Savings Package Program. 15. Services. 16. Ordering. a. Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or oth... c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies ... d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. f. All Orders pursuant to this Master Agreement, at a minimum, shall include: 1. The service description or supplies being delivered; 2. The place and requested time of delivery; 3. A billing address; 4. The name, phone number, and address of the Purchasing Entity representative; 5. The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal; 6. A ceiling amount of the order for services being ordered; 7. The Master Agreement identifier; and 8. Statement of Work, when applicable.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded... i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor...
17. Trade-In. 18. Shipping and Delivery. a. The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliv... b. Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contract... c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handl...
19. Inspection and Acceptance. a. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, a... c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re... d. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that ... e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the stan...
20. Title of Product. a. To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly grante... b. Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor. c. The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are pu... d. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the...
21. Warranty. 22. System Failure or Damage. 23. Payment. 24. Leasing or Alternative Financing Methods. 25. Contract Provisions for Orders Utilizing Federal Funds. 26. Self Audit. 27. Assignment/Subcontracts. a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State ag...
28. Insurance. a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance c... b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below: 1. Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not... 2. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy... d. Prior to commencement of performance, Contractor shall provide to the Purchasing Entity with a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) ... e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. ... f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
29. Administrative Fees. a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Admi... b. The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. c. Additionally, some states may require an additional fee be paid directly to the state only 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 w...
30. NASPO ValuePoint Summary and Detailed Usage Reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made und... b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations... c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the RFP and the Participating Addendum. Report data for employees should be limited to ONLY the state... d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations ... e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrev...
31. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review. a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement... b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that... c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will en... d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Co... e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to Section 2.B.42, or not exercise an option to renew, when Contrac... g. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustme...
32. Right to Publish. 33. Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administr... b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or... c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
34. Indemnification a. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contrac... b. Intellectual Property Indemnification. Notwithstanding Section 2.B.34.a., the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action... 1. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the int... 2. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Enti...
35. Limitations of Liability a. The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an ... b. Contractor’s liability is limited to the aggregate annual value of all purchases made by the Purchasing Entity during the contract year the cause of action arose. This limit on liability does not apply to claims for bodily injury or death or for in... c. Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: 1. provided by the Contractor or the Contractor’s subsidiaries or affiliates; 2. specified by the Contractor to work with the Product; or 3. reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or 4. It would be reasonably expected to use the Product in combination with such product, system or method.
36. License of Pre-Existing Intellectual Property. 37. Assignment of Antitrust Rights. 38. Debarment. 39. Governing Law and Venue. a. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by an... b. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Par... c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or ad...
40. Confidentiality, Non-Disclosure, and Injunctive Relief. a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’... b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose... c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing En... d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders...
41. Public Information. 42. Cancellation. 43. Force Majeure. 44. Defaults and Remedies. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: 1. Nonperformance of contractual requirements; or 2. A material breach of this Master Agreement; or 3. Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or 4. Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or f... 5. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an oppo... c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have ... 1. Exercise any remedy provided by law; and 2. Terminate this Master Agreement and any related contracts or portions thereof; and 3. Impose liquidated damages as provided in this Master Agreement; and 4. Suspend Contractor from being able to respond to future bid solicitations; and 5. Suspend Contractor’s performance; and 6. Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and r...
45. Waiver of Breach. 46. Notices. 47. No Waiver of Sovereign Immunity.
C. MINNESOTA TERMS AND CONDITIONS 1. Change Requests. 2. Product and Service Schedule (PSS). a. Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum d... b. Maintaining the PSS.
3. Purchase Orders. 4. Risk of Loss or Damage. 5. Payment Card Industry Data Security Standard and Cardholder Information Security. 6. Foreign Outsourcing of Work. 7. State Audits (Minn. Stat. § 16C.05, subd. 5). 8. Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). 9. Human Rights/Affirmative Action. 10. Equal Pay Certification. 11. Americans with Disabilities Act (ADA). 12. Nonvisual Access Standards. a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
13. Accessibility Standards. 14. Conflict Minerals. 15. Hazardous Substances. 16. Copyrighted Material Waiver. 17. Publicity. 18. Performance While Dispute is Pending. 19. Organizational Conflicts of Interest. a. the Contractor is unable or potentially unable to render impartial assistance or advice to the State; b. the Contractor’s objectivity in performing the work is or might be otherwise impaired; or c. the Contractor has an unfair competitive advantage.
20. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certi... 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitt... 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the ... 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000... 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” wit... 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or volunt... 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exce... 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9....
b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this t... 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
21. Government Data Practices. 22. Survivability. 23. Severability.
SECTION 3: RESPONSE REQUIREMENTS A. RESPONSE REQUIREMENTS: PRODUCT DEPLOYMENT B. RESPONSE REQUIREMENTS: ABILITY TO PERFORM C. RESPONSE REQUIREMENTS: ENVIRONMENTAL D. RESPONSE REQUIREMENTS: BUSINESS CAPABILITIES E. RESPONSE REQUIREMENTS: CUSTOMER SUPPORT
SECTION 4: COST PROPOSAL SECTION 5: EVALUATION PROCESS CHECKLIST SECTION 6: ATTACHMENTS A. SOLICITATION QUESTION FORM B. SOLICITATION RESPONSE FORMS C. SAMPLE NASPO ValuePoint MASTER AGREEMENT D. PARTICIPATING STATES’ SAMPLE TERMS & CONDITIONS E. ACTION REQUEST FORM SAMPLE F. PRODUCT AND SERVICE SCHEDULE G. DETAILED REPORTING SAMPLE H. PRICE WORKBOOKS I. BULK/VOLUME PRICING EXAMPLES J. MNIT MINIMUM ACCEPTABLE STANDARDS FOR BANDS 1 AND 2 K. MNIT MINIMUM ACCEPTABLE STANDARDS FOR BAND 3
Exhibit D -HP's Solicitation Response Section 3: Response Requirements A. Response Requirements: Product Deployment Band 1: Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, and Tablets HP Commercial Personal Computers HP Desktops HP Notebooks HP Thin Clients HP Workstations HP Retail Point of Sale
HP Monitors HP and Third-Party Peripherals Third-Party Manufacturers HP Peripherals Band 1 - State and Local Government Band 1 - K-12 Education Band 1 - Higher Education Band 1 - Federal Government
B. Response Requirements: Ability to Perform Brief Description of Proposed Products Manufactured by HP – Band 1 Band 1 Services HP Limited Warranty and Warranty Options HP Maintenance Services Third-Party Hardware Warranty Mandatory Requirements Desirable Requirements
C. Response Requirements: Environmental 2019 Performance Environmental Certifications and Registrations Supply Chain Responsibility Highlights HP ENERGY STAR® Qualified Products
D. Response Requirements: Business Capabilities E. Response Requirements: Customer Support
2024-03-18T07:16:16-0700 Digitally verifiable PDF exported from www.docusign.com