7360022802TC_PRB02.pdf

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

Contract

THIS CONTRACT (hereinafter “Contract” or “Centralized Contract”) for the acquisition of Information Technology Commodities and/or Services is made between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (hereinafter “State” or “OGS”) whose principal place of business is the 36th Floor, Corning Tower, The Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242, and CONTRACTOR (hereinafter “Contractor”), with offices at ADDRESS. The foregoing are collectively referred to as the “Parties.”

WHEREAS, in the June 17, 2021 edition of the New York State Contract Reporter, OGS advertised the availability of a Periodic Recruitment Solicitation (“Second Periodic Recruitment Solicitation”) for manufacturers that provide Information Technology Commodities and Services; and

WHEREAS, the Second Periodic Recruitment Solicitation set forth the minimum administrative and technical requirements that a vendor must meet to be eligible for consideration to receive an award and was structured with four separate lots: Lot 1–Software, Lot 2–Hardware, Lot 3–Cloud and Lot 4–Implementation Services; and

WHEREAS, Contractor submitted a proposal in response to the Second Periodic Recruitment Solicitation, as the same was amended through the procurement process; and

WHEREAS, the State evaluated Contractor’s proposal and determined that the Contractor met the minimum administrative and technical requirements for those Lot(s) set forth in Appendix D and that the Contractor’s not to exceed pricing is reasonable;

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

Office of General Services Procurement Services

Group 73600 – Award 22802 Information Technology Umbrella Contracts – Manufacturer Based (Statewide) Page 2 of 61

PMXXXXX CONTRACTOR NAME

SECOND PERIODIC RECRUITMENT TERMS AND CONDITIONS

TABLE OF CONTENTS

Introduction

OVERVIEW AND PURPOSE OF THIS CONTRACT

EXECUTIVE ORDER 117 AND STATE TECHNOLOGY LAW

Contract Terms and Conditions

CONTRACT SCOPE AND LOT OVERVIEW

Lot 1 – Software Lot 2 – Hardware Lot 3 – Cloud Lot 4 – Implementation Services Postage Meters Third Party Products Customer Specific SKUs Credits

PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT

SUBSEQUENT PERIODIC RECRUITMENT

ESTIMATED SPEND AND QUANTITIES

GLOSSARY

CONTRACT DOCUMENTS AND CONFLICT OF TERMS

CONTRACT TERM

DOWNSTREAM PROHIBITION

CONTRACTOR’S INSURANCE REQUIREMENTS

NEW YORK STATE VENDOR RESPONSIBILITY

TAX LAW §5-A

TOLL FREE NUMBER

DESIGNATED PERSONNEL

Account Manager Contract Administrator Sales Manager Billing Contact RFQ Contact Emergency Contact

E-RATE

NEW YORK STATE RIGHTS

OGS Reserved Rights Authorized User Reserved Rights

LIVING WAGE

PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS

SHORT TERM EXTENSION

PROCUREMENT INSTRUCTIONS

SECURE SYSTEM DEVELOPMENT LIFECYCLE AND SPECIFICATIONS

Secure System Development Lifecycle Vulnerability Management

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Application Lifecycle Management Specifications

INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION

RESERVED

SALES REPORTING REQUIREMENTS

Due Date

SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK

Service Reports for Authorized User Service Reports for OGS

DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES

OGS CENTRALIZED CONTRACT MODIFICATIONS

PAYMENTS

Prompt Payment Discounts P-Card Acceptance

CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION

Conditions of Reseller Participation Designation of Resellers Responsibility for Reporting/Performance Applicability of Contract Terms Condition for Responding to Authorized User Request for Quote (RFQ)

PURCHASE ORDERS AND INVOICING

PAYMENTS

RESERVED

GENERAL MAINTENANCE AND SUPPORT PROVISIONS

Maintenance/Support Agreement Provisions Maintenance/Support of Product Obligations Right to Refuse/Discontinue Maintenance/Support Maintenance/Support Agreement Contract Price Survival Legacy Maintenance/Support Maintenance/Support Responsibility Maintenance/Support Service Sheets Remote Administration, Maintenance and Support

Pre-Installation Site Visits

RESERVED

NEW YORK STATE STATEWIDE FINANCIAL SYSTEM

PARTICIPATION IN CENTRALIZED CONTRACTS

NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE

EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS

Lot 1 – Software and Lot 2 – Hardware Lot 3 – Cloud Solution Lot 4 - Implementation

PREFERRED SOURCE PRODUCTS

TRADE-INS

RESERVED

RECALLS

AMERICANS WITH DISABILITIES ACT (ADA)

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RESERVED

POOR PERFORMANCE

ENVIRONMENTAL/RECYCLING PROVISIONS

Mercury Added Consumer Products Surplus/Take-Back/Recycling Use Of Recycled Or Remanufactured Materials Environmental Attributes and NYS Executive Order 4 Bulk Delivery and Alternative Packaging Materials EPA Energy Star Program

RESERVED

RESERVED

RESERVED

RESERVED

RESERVED

NO DRUGS OR ALCOHOL

TRAFFIC INFRACTIONS

NOTICES

ACCESSIBILITY OF WEB-BASED INFORMATION AND APPLICATIONS POLICY LANGUAGE

CAPTIONS

SEVERABILITY

PERFORMANCE OF SERVICES

REMOVAL OF RECORDS FROM PREMISES

CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS

CONTRACTOR STAFF WITHIN AUTHORIZED USER AGREEMENT

Staffing Changes within Authorized User Agreement

ADDITIONAL CONTRACTOR TERMS AND CONDITIONS WITHIN AN AUTHORIZED USER AGREEMENT38

EMPLOYEE INFORMATION REQUIRED TO BE REPORTED BY CERTAIN CONSULTANT CONTRACTORS

AND SERVICE CONTRACTORS

Instructions For Completing Form A and B

SECURITY, CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS

FEDERAL FUNDING

ELECTRONIC WORKFLOW SYSTEM

TRAVEL, MEALS AND LODGING - LOT 4 – IMPLEMENTATION ONLY

PERFORMANCE AND BID BONDS

CONTRACTOR REQUIREMENTS AND PROCEDURES FOR PARTICIPATION BY NEW YORK STATE

CERTIFIED MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES AND EQUAL EMPLOYMENT

OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN

EMERGING TECHNOLOGIES

SEXUAL HARRASSMENT

BACKGROUND CHECKS

SECURITY

Security Incidents Data Breach - Required Contractor Actions

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Location of Data; CONUS or OCONUS Security Reports Support Services Infrastructure Support Services Requests For Data by Third Parties Security Policies Secure Data Disposal

Authentication Tokens Contractor Portable Devices

COMET SYSTEM

CONTRACTOR RESPONSIBILITY

CONTRACT UPDATES

CONTRACT ADMINISTRATIVE FEE

FISCAL AUDITS

LOT 3 – CLOUD SPECIFIC TERMS AND CONDITIONS

PROTECTION OF DATA, INFRASTRUCTURE AND SOFTWARE

RESERVED

RESERVED

DATA OWNERSHIP, ACCESS AND LOCATION

Data Ownership Authorized User Access to Data Contractor Access to Data

RESERVED

TRANSFERRING OF DATA

General Transfer of Data at End of Contract and/or Authorized User Agreement Term Transfer of Data; Charges Transfer of Data; Contract Breach or Termination

ENCRYPTION

RESERVED

RESERVED

UPGRADES, SYSTEM CHANGES AND MAINTENANCE/SUPPORT

EXPIRATION, TERMINATION OR SUSPENSION OF SERVICES

Return of Data Suspension of Services Expiration or Termination of Services

RESERVED

RESERVED

CONTRACTOR PERFORMANCE AUDIT

PERSONNEL

Separation of Duties

BUSINESS CONTINUITY/DISASTER RECOVERY (BC/DR) OPERATIONS

RESERVED

RESERVED

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MODIFICATION TO CLOUD SERVICE DEPLOYMENT MODEL, SERVICE MODEL, AND/OR

SUBSTANTIVEFUNCTIONALITY WITHIN AN AUTHORIZED USER AGREEMENT

APPLICATION PROGRAM INTERFACE (API) OR SELF-SERVICE ELECTRONIC PORTAL

LOT 4 – IMPLEMENTATION SPECIFIC TERMS AND CONDITIONS

REQUEST FOR QUOTATION (RFQ) TRANSACTION PROCESS

PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED VETERAN

OWNED BUSINESSES

FOREIGN EMPLOYEES

PROJECT PLAN

Development of Project Plan Project Plan Document Materials and Supplies Required to Complete Implementation Negotiation of Final Project Plan

SINGLE POINT OF CONTACT

RETAINAGE

ENHANCEMENTS TO SERVICES

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Introduction

OVERVIEW AND PURPOSE OF THIS CONTRACT

The OGS Division of Procurement Services (Procurement Services) is responsible for developing and managing centralized Contracts for Authorized Users. Procurement Services has developed this contracting model for Information Technology (IT) procurement which will enable an Authorized User to procure from specific Lots for Software, Hardware, Cloud Solutions, and Implementation Services. The procurements shall be competitive at the transactional level via a Request for Quotations (RFQ) and will allow an Authorized User the ability to procure within any of the Lots or across Lots.

EXECUTIVE ORDER 117 AND STATE TECHNOLOGY LAW

As of January 28, 2002, Governor Pataki enacted Executive Order 117 establishing the position of Chief Information Officer of the State of New York, afterwards known as the CIO. State Technology Law (STL) 102 creates the Office of Information Technology Services (ITS) and STL 103.10 codifies the authority of ITS to establish statewide technology policies, including but not limited to preferred technology standards and security, including statewide policies, standards, programs, and services relating to the security of state government networks.

Any Authorized User defined as a “State Agency” in State Technology Law 101 or “State Government” under Executive Order 117 or any Authorized User that uses or accesses any information technology resource for which the State has administrative responsibility, including systems managed or hosted by third parties on behalf of the State, are subject to NYS policies and standards promulgated by the Office of Information Technology Services (ITS) -https://its.ny.gov/ciso/policies/security.

Contract Terms and Conditions

CONTRACT SCOPE AND LOT OVERVIEW

This Contract encompasses the Lots listed in Appendix D – Contractor and Reseller Information. The following descriptions, as applicable, delineate the scope of the awarded Lots.

The Products must be commercially released Products and available for purchase through the Manufacturer’s normal marketing channels. No Products at End of Life or within six months prior to End-of-Life are to be sold, except with prior written approval by the Authorized User.

Lot 1 – Software

This Lot provides Authorized Users with a mechanism to purchase Products including Software licenses (perpetual and term), Maintenance/Support for Contractor’s Proprietary product line, training, and fleet management as set forth below.

Inclusions

Examples include but are not limited to:

• Software Licenses for Contractor’s Proprietary Product line, including o Perpetual licenses o Term licenses

• Pre-Packaged Software Maintenance/Support for Contractor’s Proprietary Product line

• Pre-Packaged Software Installation for Contractor’s Proprietary Product line

• Pre-Packaged Software Training Packages, Remote and On-Site that are standardized for Contractor’s Proprietary

Product line

• Fleet management (management of software license inventory)

• Software Bundles, including:

o Software Third Party Products o Maintenance o Related Hardware

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• Enterprise Software Purchases

• Legacy Software Maintenance

• Customer specific legacy Product SKUs Restrictions

• On Premise Software Only Exclusions In addition to the items excluded under this section, Contractors cannot sell a Product that does not qualify as Software under the Contract. The following are examples of excluded Products:

• Consulting Services

• Cloud Solutions

• Implementation

• Customized Training

• Stand-alone Professional Services

• SKUs that equate to “blocks of hours”

• Stand-alone Third Party Products, except as allowed in Section 2.1.6 Third Party Products

• Configuration Services other than pre-packaged

• Leasing, except as allowed in Section 2.1.5 Postage Meters

• Rentals

• Refinancing of Prior Balances

• Pooling of Copier Allowances

• Managed Print Services

Lot 2 – Hardware

This Lot provides Authorized Users with a mechanism to purchase Hardware Products, Pre-Packaged Installation, Configuration, training, extended warranties, Maintenance/support, and ancillary equipment and accessories offered by the Contractor in its Manufacturer’s Price List.

Examples include but are not limited to:

• Drones

• 3D Printers

• Medical 3D Printers

• Augmented Reality (AR) Hardware

• Virtual Reality (VR) Hardware

• Technology Accessory Equipment

• UPS Systems including Generators and Switchgear

• Server & Mainframe Hardware & Server Racks

• Storage

• Microcomputer Systems, System Peripherals & Accessories

• Telecommunications Hardware, System Peripherals & Accessories

• Copper and Fiber Cabling for Telecommunications and Data Communications Systems

• Desktop / Notebooks / Laptop / Tablets / Workstations

• Printers (Personal and networked workgroup)

• Receipt and Access Card Printers (Smart Card or Magnetic Card)

• Multifunction Printers

• Production Printing Equipment

• Printer Consumables branded by the Contractor for use with Hardware manufactured by the Contractor

• Scanners: document / thermal / Lidar / 3D Laser / photogrammetry

• Audio Visual Equipment including Cameras, Production and Lighting, Signal Management, Routing and Switching, Mounts and Rigging, AV Furniture, Mobile Presentation Carts / Portable AV Systems

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• Electronic Whiteboards / Interactive Display Panels / Other Display Panels

• Audio / Video Conferencing Hardware

• Mailing Machine Equipment including Scales, Folders, Inserters, Sorters, Address Printers, Bursters and Cutters, Pressure Sealing Mailing Systems, Tabbing and Labeling Systems, and Envelope Sealers

• Educational Technology and Occupational Training Equipment and Solutions for the following fields: Robotics and

Automation, Computer Aided Drafting, Pneumatics, Hydraulics, Aerodynamics, Electronics, HVAC, Automotive Technology, and Communications

• Pre-Packaged Hardware Maintenance/Support for Contractor’s Proprietary Product line

• Pre-Packaged Hardware installation services for Contractor’s Proprietary Product line

• Pre-Packaged Hardware Training Packages (Remote and On-Site) that are standardized for Contractor’s Proprietary

Product line

• Fleet management (management of Hardware asset inventory)

• Hardware Bundles, including Related Software

• Imaging and/or Loading Services

• Remote Hardware Administration/Maintenance/Support

• Enterprise Hardware Purchases

• Legacy Hardware Maintenance

Restrictions

• Manufacturers Only, as defined in the Glossary as Manufacturer – Hardware

Exclusions In addition to the items excluded under this section, Contractors cannot sell a Product that does not qualify as Hardware under the Contract. The following are examples of excluded Products:

• Consulting Services

• Cloud Paired Appliances

• Cloud Solutions

• Customized Training

• Implementation Services

• Configuration Services other than as set forth in Inclusions

• Software not in compliance with Related Software

• Stand-alone Third Party Products, except as allowed in Section 2.16 Third Party Products

• Leasing, except as allowed in Section 2.15 Postage Meters

• Rentals

• Refinancing of Prior Balances

• Pooling of Copier Allowances

• Refurbished or Remanufactured Equipment

For Printers:

• Remanufactured toner cartridges, except when remanufactured and sold as new by the Manufacturer of the printer;

• Paper/Film, except for the Contractor’s-branded product that is intended for use in the Contractor’s-branded printing and imaging Equipment;

• Managed Print Services

Lot 3 – Cloud

This Lot provides Authorized Users with a mechanism to purchase Cloud Solutions.

For the duration of an Authorized User Agreement, the Cloud Solution shall conform to the Cloud Solution Manufacturer’s specifications, Documentation, performance standards (including applicable license duration, warranties, guarantees, Service Level Agreements, service commitments, and credits).

For Authorized Users subject to NYS security policies/standards (see Section 1.2, it is REQUIRED that prior to a Request for Quote, the Authorized User complete a Data categorization study, consistent with NIST FIPS Publication 199 - Standards

Information Technology Umbrella Contracts – Manufacturer Based (Statewide) Page 10 of 61 for Security Categorization (or successor standard), available at: http://www.its.ny.gov/tables/technologypolicyindex.htm, to determine the following:

• the level of Data risk;

• the required Breach Notification Procedures; and

• the required Cloud service security measures for incorporation.

As part of the RFQ process Authorized Users must make a business decision, based on their Data Categorization results, as to the appropriateness of a Cloud Solution. The Authorized User must include:

• the Data Categorization elements (not actual Data);

• the overall risk determination; and

• applicable statutory requirements (See Contract Appendix F – Primary Security and Privacy Mandates).

An Authorized User is strongly suggested to provide the identity assurance level required for their RFQ.

Lot 3 - Cloud

Examples include but are not limited to:

• Cloud Solutions

• Drone Data collection analysis and storage

• Augmented Reality (AR) Solutions

• Virtual Reality (VR) Solutions

• Software as a Service (SaaS)

• Platform as a Service (PaaS)

• Infrastructure as a Service (IaaS)

• Mirrored Data Center

• Pre-Packaged Cloud-Based training services that are standardized

• Anything as a Service (XaaS)

• Pre-Packaged Cloud installation and Pre-Packaged configuration services for Contractor’s offered Cloud Solution

• Pre-Packaged Cloud Training Packages (Remote and On-Site) that are standardized for Contractor’s offered Cloud

Solution

• Apps for Mobile Devices

• Managed Security Services, Including Internet Traffic Monitoring Services

• Managed Printer Services

• Fleet Management (management of Cloud Solution inventory)

• Enterprise Cloud Purchases

• Automated Network Monitoring (or any other service provided principally through an automated process)

• Pre-Packaged Maintenance and Support for Contractor’s offered Cloud Solution

• Pre-Packaged Self-Service Portal for Contractor’s offered Cloud Solution

• GPS Tracking Solutions

• Hardware – personal computers, laptops, tablets, equipped with connectivity meeting the Contract definition of cloud, outright purchase of Hardware including ongoing connectivity services

• Hardware-as-a-Service (HaaS) – Cloud Solution must include connectivity as well as the device

• Software – to enable / create a cloud connection

Restrictions

• Manufacturers Only, as defined in the Glossary as Manufacturer – Cloud Solution

• Hardware may only be sold if it is integral to the operation of the Cloud Solution

Exclusions

• Consulting Services

• Customization Services

• Customized Implementation Services

• Customized Configuration Services

• Customized Training

• Stand-alone Financial Transaction Processing http://www.its.ny.gov/tables/technologypolicyindex.htm

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Lot 3 - Cloud

• Stand-alone on-premise Hardware

• Stand-alone Professional Services

Lot 4 – Implementation Services

This Lot provides Authorized Users with a mechanism to purchase Implementation or Related Services for the deployment or continued maintenance of Products procured under Lots 1, 2, and/or 3 and any applicable future Contract Lots awarded through Periodic Recruitment. Services in this Lot should be in incremental units, where possible, in order to allow RFQ responders to submit a customized deliverable-based Service plan to suit the needs of the Authorized User. Examples of incremental units are:

• Hourly rates

• Half-day or full-day rates

• Pre-packaged implementation

Implementation Services are only for Products that are available in scope of a Contractor’s Umbrella Manufacturer Price List.

Lot 4 – Implementation Services

Implementation services and configuration of Products within Lots 1, 2, and 3. Examples include, but are not limited to:

• Business Process Analysis for new Products

• Project Management Services

• Data Conversion

• Customized Training on Products

• Programming Services capped at no more than 20% of the total implementation cost of the Authorized User Agreement

• Consulting Services, if related to the post-sale implementation or service of Products

Restrictions

• Restricted to Manufacturers holding contracts for Lots 1, 2, or 3

• Services may only be procured to implement a Product(s) within scope of Lots 1, 2, or 3.

• An Authorized User Agreement for projects under this Lot shall be no longer than 60 months in duration including any time extensions

• All services covered under Lot 4 – Implementation Services must be performed within CONUS

Exclusions

• Ongoing services such as:

- Staff augmentation

- Application service provisioning

• Programming Services requiring more than 20% of the total implementation costs of the Authorized User Agreement

Postage Meters

Postage meters and related equipment are regulated under Federal law and are allowed to be leased only by the USPS-authorized providers or their legal successor. For the current list of USPS-authorized providers, please navigate to USPS website at: https://pe.usps.com/text/qsg300/Q604c.htm. All items in this category are subject to the approval of OGS.

Third Party Products

Third Party Products are allowed to be sold with a Contractor's solution if all of the following criteria are met:

• The Contractor is wholly and solely responsible for the performance during the life of the Product use,

• The Product is priced, maintained, and warrantied by the Contractor; and

• The Product meets one of the following conditions:

o A laptop / desktop / server / network configuration containing third party components essential to a functioning solution.

https://pe.usps.com/text/qsg300/Q604c.htm

Information Technology Umbrella Contracts – Manufacturer Based (Statewide) Page 12 of 61 o A Proprietary solution (reflective of partnership) - software / hardware that is created for the Contractor's proprietary solution o An Accessory equipment that is 20% or less of the configuration. Examples include keyboards, mice, laptop cases, and cords.

Third Party Products are allowed as part of a Software Bundle only if they are required to facilitate the provision of the Software solution or will only function with the Contractor’s proprietary solution.

Third Party Products are allowed as part of a Hardware Bundle only if they are required to facilitate the provision of the Hardware solution or will only function with the Contractor’s proprietary solution.

Since the Contractor is wholly and solely responsible for all Products on their pricelist, there will be no Contract privity between the Authorized User and the third party. A Contractor may absorb its Subcontractor's terms and conditions and then rebuild those terms and conditions into its own terms and conditions within the Authorized User Agreement. This does not allow for the attachment of third party terms and conditions within an Authorized User Agreement (i.e. no pass through terms and conditions are allowed on this Contract). Third party standard terms and conditions (commonly referred to as “vendor paper”) shall not be attached, in any fashion, directly to a Contractor/Reseller response to an RFQ or to an Authorized User Agreement. Contractor or Reseller may propose third party terms and conditions in accordance with Section 28 of Appendix B.

Customer Specific SKUs

Customer Specific SKUs are allowed if the following requirements are met:

• the Contractor must provide the full description of products, services, and any Statement of Work (SOW) to the

Authorized User for insertion into the RFQ prior to the release of the RFQ

• the RFQ must be competitive amongst the authorized resellers. In the event there are not five or more authorized resellers, the Customer Specific SKUs are not allowed.

• SKU represents a bundling of maintenance / support services.

• If a Manufacturer develops a custom SOW with an Authorized User then both the Authorized User and the Manufacturer should be aware that SFL Section 163-A may apply.

Credits

If Credits are offered as a form of Contractor currency, the Authorized User is required to specify the purchase detail in the RFQ on what Product(s) the credits will be used for.

PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT

This Contract expressly excludes the following from its scope:

• Services not related to Products in Lots 1, 2, and 3 of the Contract;

• Stand-alone Connectivity Services (Traditional copper fiber or cellular connectivity services);

• Staff augmentation (stand-alone hourly based IT Services); and

• Services provided on a time and material billing basis

SUBSEQUENT PERIODIC RECRUITMENT

During the term of the Contract, the State reserves the right to conduct subsequent future Periodic Recruitments. The purpose of future periodic recruitments will be to:

• Add new Lots for additional and/or emerging technologies

• Add new Contractors to existing and new Lots

OGS will formally announce when a Periodic Recruitment Solicitation is issued. Periodic Recruitments will be issued at the discretion of OGS. A Contractor shall be required to submit such documentation as required by OGS, which may include additional applicable statutory requirements currently in effect at the time of the Periodic Recruitment.

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ESTIMATED SPEND AND QUANTITIES

This Contract is an Indefinite Delivery, Indefinite Quantity (IDIQ) Contract. Numerous factors could cause the actual volume of Product purchased under this Contract to vary substantially from any estimates previously provided. Such factors include, but are not limited to, the following:

• The Contract is a nonexclusive Contract;

• There is no guarantee of volume to be purchased; and

• There is no guarantee that demand will continue in any manner consistent with previous purchases.

GLOSSARY

In addition to the terms defined in Appendix B, Section 2, Definitions, the following definitions shall apply in this Contract.

Term Definition Administrative Fee Administrative Fee shall mean the quarterly fee payable to the State in the amount of 0.75% for all sales under this Contract.

Agency or Agencies As defined in Section 2 of Appendix B.

Analytic Derivatives The outcome from Data Mining or other aggregated Data analysis techniques.

Anything as a Service (XaaS)

XaaS is a collective term said to stand for a number of things including "X as a service," "anything as a service" or "everything as a service." The acronym refers to an increasing number of services that are delivered over the Internet rather than provided locally or on-site.

Examples include but are not limited to: Big Data/Data Mining as a Service; Business Continuity/Disaster Recovery as a Service (BC/DRaaS); Data Center as a Service (DCaaS);

Hosted Call Center as a Service (HCCaaS); Managed Security Services as a Service (MSSaaS);

Storage as a Service (STaaS). The designation of a product under this definition is subject to approval by OGS. Products identified as XaaS must still be within the scope of Lot 3 – Cloud.

Appliance

A device with integrated Software (firmware), specifically designed to provide a specific computing resource. The Hardware and Software are pre-integrated and pre-configured before delivery to customer, to provide a "turn-key" solution to a particular problem. Unlike general purpose computers, Appliances are generally not designed to allow the customers to change the Software (including the underlying operating system), or to flexibly reconfigure the Hardware. To be considered an Appliance, the (Hardware) device needs to be integrated with Software, and both are supplied as a package. See also “Equipment”.

Authentication The process of establishing confidence in the identity of users or information systems.

Authorized User(s) As defined in Section 2 of Appendix B.

Authorized User Agreement

Authorized User Agreement shall mean the Purchase Order and/or such other documents memorializing the Contractor’s obligations with respect to a given transaction resulting from an RFQ issued by an Authorized User.

Best Value The basis for awarding all service and technology Contracts to the Bidder that optimizes quality, cost and efficiency, among responsive and responsible Bidders. (State Finance Law §163 (1) (j)).

Bid Specification As defined in Section 2 of Appendix B.

Business Day Monday through Friday from 8:00 AM – 5:00 PM ET, excluding New York State or Federal holidays.

Business Entity Any individual, business, partnership, joint venture, corporation, S-corporation, limited liability company, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute.

Centralized Contracts As defined in Section 2 of Appendix B.

Cloud Paired Appliances

Hardware that requires a Cloud Solution to function as defined in "Cloud Solution".

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Cloud Solution Cloud Solution shall mean any Product or Service sold as an “as a service” offering and has one or more of the following characteristics:

(a) Authorized User Data is transmitted, acted upon, or stored on equipment not owned by an Authorized User;

(b) Allows a Contractor access to Authorized User Data from a location other than the Authorized User’s premises;

(c) Allows an Authorized User access to data not owned by the Authorized User which access may or may not result in the collection of Authorized User Data.

Commercial Off–The- Shelf (COTS)

A term for Products available in the commercial marketplace that can be purchased and used under government Contract. Does not include Custom Software.

Commissioner As defined in Section 2 of Appendix B.

Compliance Conformity in fulfilling requirements.

Configuration An arrangement of elements in a particular form, figure, or combination which includes minor physical or software setting changes that can be implemented without custom physical modifications or changes to the base code. Configuration may include Installation.

Consulting The providing of expert knowledge by a third party for a fee.

Consumables Refers to items and supplies such as ink and toner, staple cartridges, stitching wire, developer, and fuser oil that is utilized by printing and imaging equipment and needs to be replenished when it is depleted.

Continental United States (CONUS)

The 48 contiguous States, and the District of Columbia.

Contract As defined in Section 2 of Appendix B.

Contract Award Notification

As defined in Section 2 of Appendix B.

Contract Term The initial term of the Contract and any renewals and/or extensions.

Contractor As defined in Section 2 of Appendix B.

Copyright A legal concept, enacted by most governments, that grants the creator of an original work exclusive rights to its use and distribution, usually for a limited time, with the intention of enabling the creator of intellectual wealth (e.g. the photographer of a photograph or the author of a book) to receive compensation for their work and be able to financially support themselves.

Credits A value owed to the Authorized User or a token in representation to fulfill an obligation of service or product at a later date. Authorized User must receive the value of the credits purchased, whether through lack of expiration or reimbursement of funds.

Custom Software Software that does not meet the definition of COTS Software.

Customization The modification of packaged Product to meet the individual requirements of an Authorized User.

Customized Training Training that is designed to meet the special requirements of an Authorized User.

Data Any information, Analytic Derivatives, formula, algorithms, or other content that the Authorized

User may provide to the Contractor pursuant to this Contract. Data includes, but is not limited to, any of the foregoing that the Authorized User and/or Contractor (i) uploads to the Cloud Service, and/or (ii) creates and/or modifies using the Cloud Solution. See also Analytic Derivatives.

Data Breach Refers to unauthorized access to Data or equipment which is used to transmit, store, or act upon such Data by any person, including employees, officers, partners or subcontractors of Contractor, who have not been authorized to access such Data.

Data Center All facilities in which Authorized User Data is processed or stored.

Data Categorization The process of risk assessment of Data. See also “High Risk Data”, “Moderate Risk Data” and

“Low Risk Data”.

Data Conversion The conversion of computer data from one format to another.

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Data Mining The computational process of discovering patterns in large data sets involving methods at the intersection of artificial intelligence, machine learning, statistics, and database systems. The overall goal of the Data Mining process is to extract information from a data set and transform it into an understandable structure for further use. Aside from the raw analysis step, it involves database and data management aspects, data pre-processing, model and inference considerations, interestingness metrics, complexity considerations, post-processing of discovered structures, visualization, and online updating.

Database A single collection of Data stored in one place that can be used by personnel to make decisions and assist in analysis.

Deferred Payment Plan Refers to a methodology where equipment is purchased on a deferred, extended payment basis with no buyout due after the last monthly payment is remitted. A Deferred Payment Plan is not a lease and the Contractor cannot assert a security interest in the Equipment.

Deliverable Products, Software, Information Technology, telecommunications technology, Hardware, and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished within the provision of services.

Device A piece of electronic equipment (such as a laptop, server, hard drive, USB drive) adapted for a particular purpose. See also “Equipment”.

Discount An allowance, reduction or deduction from a selling price or list price extended by a seller to a buyer in order for the net price to become more competitive.

Discount from List Mathematical calculation to determine the buyer’s price from a Manufacturer’s Price List.

Documentation As defined in Section 2 of Appendix B.

Emergency As defined in Section 2 of Appendix B.

Encryption A technique used to protect the confidentiality of information. The process transforms ("encrypts") readable information into unintelligible text through an algorithm and associated cryptographic key(s).

End-of-Life When a product is no longer being manufactured and/or is no longer being marketed or sold.

Enterprise As defined in Section 2 of Appendix B.

Enterprise License As defined in Section 2 of Appendix B.

Equal Employment Opportunity (EEO)

Policies and procedures of the jurisdiction to ensure non-discrimination against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status.

Equipment An all-inclusive term which refers either to individual Machines or to a complete Data Processing System or Subsystem, including its Hardware and Operating Software (if any). See also “Device, “Appliance,” and “Hardware,” “Machine.”

Error Corrections As defined in Section 2 of Appendix B.

Federal Information Security Management Act (FISMA)

The Federal Information Security Management Act of 2014 ("FISMA", 44 U.S.C. § 355441, et seq.). FISMA requires each federal agency to document and report major security incidents and data breaches to the data and information systems that support the operations and assets of the agency, including those provided or managed by another agency, contractor, or other source.

Fleet Management The development and management of inventory (e.g. Software inventory, Hardware inventory, Cloud Solution inventory).

Follow the Sun A type of global workflow in which tasks are passed around daily between work sites that are many time zones apart.

General Services Administration (GSA)

The department within the U.S. government that is responsible for procurement of goods and services.

Government Entity, US A federal, state, municipal entity or tribal government located in the United States.

Government Entity, International

A federal or national government located in the United Kingdom, France, Lithuania, Estonia, Singapore, Spain, Malaysia, Canada, or Norway, as identified in the Global Cyber Security Index 2018 Top 10.

Group As defined in Section 2 of Appendix B.

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Hardware Refers to IT Equipment and is contrasted with Software. See also “Equipment.”

Hardware-as-a-Service (HaaS)

A fully developed turn-key solution including hardware, connectivity, and cloud applications. The entire solution must be supported, maintained, and branded by the Contractor.

Hardware Bundle Any combination of Products or services that do not transmit, store, or act upon Authorized User Data in a non-premise based solution. The largest portion of the cost of the bundle must be made up of Lot 2 products in which the Contractor holds Intellectual Property rights.

High Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“High Impact Data”).

Implementation The post sales process of guiding a client from purchase to use of the Product that was purchased. This may include but is not limited to post sales requirements analysis, scope analysis, limited customizations, systems integrations, data conversion/migration, business process analysis/improvement, user policy, customized user training, knowledge transfer, project management and system documentation.

User may start the Implementation process at any time in the lifecycle of a project.

Information Technology

(IT)

Includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related interactions between people and Machines.

Information Technology Services (ITS)

New York State Office of Information Technology Services (http://www.its.ny.gov/).

Infrastructure as a Service (IaaS)

The capability provided to the Authorized User is to provision processing, storage, networks, and other fundamental computing resources where the Authorized User is able to deploy and run arbitrary Software, which can include operating systems and applications. The Authorized User does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

Installation The act or process of making Products ready to be used. Installation does not include Configuration.

Installation Date The date specified in the Authorized User Agreement by which the Contractor must have the ordered Equipment ready for use by the Authorized User.

Installation of Hardware Involves physically installing various types of computer systems and/or adding new components to an already existing system. Installation set up of computer systems includes the initial installation of Hardware and other components that are or may be part of a larger system.

Intellectual Property (IP) Includes inventions, patents, Copyrights, trade secrets, trademarks, technical Data, industrial designs that are generally protected and Proprietary.

Internet Access Connection to the internet through an Internet Service Provider (ISP).

Internet Service Provider (ISP)

An organization that provides services for accessing, using, or participating in the Internet.

Interoperability The capability to communicate, to execute programs, or to transfer Data among various functional units under specified conditions.

Legacy Systems Any outdated Hardware/Software system that remains in use despite the availability of more current technology. It usually is an archaic Data management platform that may contain Proprietary custom designed Software (e.g. An old database management system running on mainframes).

Licensed Software As defined in Section 2 of Appendix B.

Licensee(s) As defined in Section 2 of Appendix B.

License Effective Date As defined in Section 2 of Appendix B.

Licensor As defined in Section 2 of Appendix B.

Logical Partition (LPAR) A subset of a computer's Hardware resources, virtualized as a separate computer.

http://www.its.ny.gov/

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Low Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and

Information Systems (“Low Impact Data”).

Machine An individual unit of a Data processing system or subsystem, separately identified by a type and/or model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc. See also “Equipment”.

Maintenance The upkeep of Product that keeps the Product operating in accordance with the Manufacturer’s specification.

Managed Print Services A Cloud service that is designed to assist the business end user to streamline workload / capacity routing priorities, management, and minimize costs associated with printing and imaging. This recurring service may include hardware as part of the solution.

Mandatory Refers to items or information that the State has deemed that a Vendor must submit as compulsory, required and obligatory. These items or information are noted as such, or the requirements may be phrased in terms of “must” or “shall”. Mandatory requirements must be met by the Vendor for Vendor’s Submission to be considered responsive.

Manufacturer An organization or Business Entity that creates, makes, processes, or fabricates a Product or something of value, which changes a raw material or commodity from one form to another or creates a new Product or commodity.

Manufacturer - Software An organization or Business Entity that creates, programs, or develops Proprietary Software that is branded, warranted, supported, and maintained by that organization or Business Entity and holds all IP rights of the assembled solution.

Manufacturer – Cloud Solution

A Cloud Solution Manufacturer is an organization or Business Entity that:

1. Sells its own Proprietary Cloud Solution; or

2. Assembles a package of Products or Services into its own Proprietary Product to create a Cloud Solution. This Product may include the services of one or more organizations or Business Entities that directly produce and/or provide components of the package.

The Cloud Solution, must be branded, supported, and maintained by the entity for the life of the transaction.

Manufacturer - Hardware

An organization or Business Entity that creates or assembles Hardware components into an integrated Proprietary system that is branded, warranted, supported, and maintained by that organization or Business Entity and holds all IP rights of the assembled solution.

Manufacturer Part Number (SKU)

A unique identifier assigned to an individual Product or part by the Manufacturer or distributor of that Product or part; usually includes a combination of alpha and/or numeric characters or may be a unique product name or unique product description. SKUs must be unique and cannot be the same as any other SKU on the price list.

Manufacturer’s Price List

A price list published in some form by the Manufacturer and available to and recognized by the trade.

May Denotes the permissive in a contract clause or specification.

Minimum NYS Discount The discount associated with a Product Category. Must be numeric to two decimal places (e.g.

20.00%). Discount range is not acceptable, nor is the use of “varies” or “custom.”

Minority and/or Woman- Owned Business

(MWBE)

A business certified with Empire State Development (ESD) as a Minority and/or Woman-Owned Business.

Model Number An identification number assigned to describe a style or class of item, such as a particular design, composition or function, by the Manufacturer or distributor of that item.

Moderate Risk Data Is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Moderate Impact Data”).

Must Denotes the imperative in a Contract clause or specification.

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National Institute of Standards and Technology (NIST)

The federal technology agency that works with industry to develop and apply technology, measurements, and standards. http://www.nist.gov

New Product Releases As defined in Section 2 of Appendix B.

New York State Small Business Enterprise (NYS SBE) or Small Business

A company that is a resident to New York State, independently owned and operated, with 100 or fewer employees, and not dominant in its field. See State Finance Law §160(8).”

Non-State Agencies Political subdivisions and other entities authorized by law to make purchases from OGS Centralized Contracts other than those entities that qualify as State Agencies. This includes all entities permitted to participate in centralized contracts per Appendix B, §39(b), Non-State Agency Authorized Users and §39(c), Voluntary Extension and State Finance Law Section 163(1)(k).

Not-To-Exceed (NTE) Price

The price listed on the published Contract price list. Contractor and/or Reseller cannot quote or sell a Product for more than the NTE Price.

NYS Net Contract Price This calculates the Net NYS Contract Price by applying the greater discount percentage of either the Minimum NYS Discount/Category Discount or the Actual NYS Discount to the List Price. All Net NYS Contract Prices are Not-to-Exceed prices in U.S. Dollars.

NYS Procurement Services

The division within OGS that establishes centralized, statewide contracts for use by NYS agencies, political subdivisions, schools, libraries, and others authorized by law to participate in such contracts.

http://nyspro.ogs.ny.gov

Office of General Services (OGS)

As defined in Section 2 of Appendix B.

Office of the State Comptroller (OSC)

The New York State (NYS) Office of the State Comptroller. http://www.osc.state.ny.us/

Operating System (OS) Those routines, whether or not identified as program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment.

Personally Identifiable Information (PII)

As defined in NIST Special Publication 800-122 “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)”.

Platform as a Service (PaaS)

The capability provided to the Authorized User to deploy onto the Cloud, infrastructure Authorized User-created or acquired applications created using programming languages and tools supported by the Contractor. The Authorized User does not manage or control the underlying cloud infrastructure including network, servers, Operating Systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

Pre-Packaged A standard commercially available, non-customized offering related to a specific Product and having a unique SKU.

Preventive Maintenance Maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the Equipment in proper operating condition.

Processor A microprocessor or other form of central processing unit that accesses shared resources. A dual-core or multicore processor (an integrated circuit with two or more microprocessors or central processing units plugged into the same socket) shall be considered a single Processor

Product As defined in Section 2 of Appendix B.

Product Bundle Multiple Products combined for sale as a single Product offering with a single SKU number. In the instance where a Product Bundle is comprised of Products by multiple Manufacturers, the Product Bundle can only be offered for sale under the Contract when the Contractor holds Intellectual Property rights on the largest portion of the Product Bundle based on the Manufacturer’s list price.

This term does not apply to Cloud Solutions.

Programming Services Programming Services are modifications or additions to Source Code.

http://www.nist.gov/ http://nyspro.ogs.ny.gov/ http://www.osc.state.ny.us/

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Project Manager (PM) A professional in the field of project management. A PM can have the responsibility of the planning, execution and closing of any project, typically relating to construction industry, architecture, aerospace and defense, computer networking, telecommunications or Software development.

Project Plan A formal, approved document used to guide both project execution and project control. The primary uses of the Project Plan are to document planning assumptions and decisions, facilitate communication among stakeholders, and document approved scope, cost, and schedule baselines.

Proprietary As defined in Section 2 of Appendix B.

Purchase Order As defined in Section 2 of Appendix B.

Related Services Customizable services relating to any point in a lifecycle of a Product in Lots 1, 2, or 3, such as maintenance, configuration, and support services normally offered on Products.