Apple Inc. - 4.9.25.docx

APPLE INC.

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-02 NASPO Master Agreement (MA) No. 23003

CONTRACT DETAILS

· Online NASPO ValuePoint Store: https://www.apple.com/education/purchase/contracts/states/naspo-2023-2028.html

· NASPO Price List: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/apple-inc/

NOTE: This contract does not provide a discount. However, Apple may assess providing a discount on a case-by-case basis (e.g., bulk orders) so contacting Apple via email/phone may be beneficial for high volume purchases.

State and Local Government:

Phone: 1-800-793-9378 Email: governmentsso@apple.com Or Email: statelocalsales@apple.com

Order status, returns, shipping issues, sales support, technical support: governmentsso@apple.com

New customers may need to fill out a New Account Information Sheet.

STAR Supplier ID: Ending in 36312

Apple’s Information for Educational Institutions

Product/Pricing Info (pre-sales):

Education K-12 and Higher Education:

Phone: 1-800-800-2775 Email: educationsupport@apple.com

Order status, returns, shipping issues, sales support and technical support: 800-800-2775; educationsupport@apple.com

Accounts Receivable: amr_arrequest@apple.com

Products are deemed accepted upon delivery, provided they conform to the products ordered in the applicable purchase order and meet the specifications published on www.apple.com. If products do not meet the functionality specified on www.apple.com, the Purchasing Entity may exercise its rights under the product warranty. Apple will issue credits or replace products returned due to damage in transit or that are lost in transit from the Apple- designated shipping provider. All orders are subject to the sales and returns policies posted on the Apple Store for Education: https://ecommerce.apple.com/content/b2b/static-v2/en/us/edu-hied/edu_sales_policies.html

The warranty period begins upon shipment. The warranty for all products is limited warranty. Except for the limited warranty, all products are sold “as is” without additional warranty or support. Warranty for Apple products: www.apple.com/legal/warranty/

If Purchasing Entity submits orders via an online portal managed by Apple, Purchasing Entity may also be subject to their sales policies and the Terms of Use and Privacy Policy located on such online portal.

If paying with a procurement card, Apple requires the procurement card to be presented at the time of placing the order. Purchasing Entity may call to provide the procurement card information, provided the Purchasing Entity does so the day the order is placed.

This contract does not provide a discount. However, Apple may assess providing a discount on a case-by-case basis (e.g., bulk orders) so contacting Apple via email/phone may be beneficial for high volume purchases.

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

2 | Page image1.emf

New Acct Info Sheet.pdf

New Account Information Sheet

Please fill-out the form and email to GovernmentSSO@Apple.com

Full Legal Entity Name

Department

Street Address

City State Zip

Primary Phone Number

Website http//

Billing Address (if different)

City State Zip

Accounts Payable Contact

Phone Fax

Email address

Purchasing Contact

Phone Fax

Email address

Tax status: Tax-exempt Taxable If Tax-exempt, please attach a copy of your agency’s exemption certificate.

Partial shipment: Items on your orders will ship as soon as they become available. This may result in multiple shipments and invoices. Can you pay multiple invoices on the same PO#? Yes No

Name and title of the person who filled out this form

Date

Sylviane Pasquet

Please complete this fillable PDF form and email it to GovernmentSSO@Apple.com

Welcome to Apple Inc!

Apple offers special pricing for State/Local and Federal government agencies. In order to receive this pricing, your agency will need to create an account with Apple. Once an account has been established, you may enroll to have your account go live online to place orders.

Step 1 : In order to setup your agency’s account with Apple Inc. the following forms need to filled out and emailed to governmentSSO@apple.com:

• New account information sheet (attached)

• Blanket tax exempt certificate (if tax exempt)

Step 2 : Receive your customer number (also known as sold-to number).

Step 3 : Enroll to have your account go live online. This will allow you to place purchase orders* or credit card orders* directly on your account. Please visit https://ecommerce.apple.com/ to register. (See instructions attached).

Note: It may take 72 hours for your account number to be visible on the our website.

* For purchase orders, the online store has a field labeled “Purchase Order” on the check-out page. Simply fill in your designated number and submit your order.

Your agency does not need to send us any physical copies of the purchase order(s) submitted online. Once the order has invoiced, a copy of the invoice will be mailed and emailed to you for payment.

* If ordering with a credit card, simply fill in the information for the cc and submit your order. For all other inquiries please email governmentSSO@apple.com. We will be happy to assist you.

Registration and Access Request Instructions

The Apple Online Store for Government delivers a number of benefits including the ability to place orders quickly (Terms or Pre-pay), track order status, view custom pricing and invoices, build quotes/proposals and convert those proposals into orders, request returns and view historical data.

Steps to Register with a New or Existing Business Apple

ID

1. Go to https://ecommerce.apple.com/ and click on "Don’t have an Apple ID? Create yours now.”

2. Enter your business email address. If you already have an Apple ID, you will be asked to sign in, otherwise follow the steps.

3. Agree to the terms of service.

4. Locate your agency/company; you may search by name, account number, or postal code.

Select your location and click Next.

If you cannot find your agency, please contact governmentsso@apple.com .

5. Choose one of the following roles:

-Purchasers may create quotes, place orders using a PO or a credit card, check order status and order history up to eight months on all orders placed on the account and request returns.

-Registered Proposers may create quotes, place orders using credit card only and check order status up to 8 months on orders they have created and request returns.

-Returns Specialists may view order status and request returns.

Enter your manager’s information and click Next.

6. If you do not have an Apple ID, you will be prompted to create one.

7. Once your request is approved, you will receive a confirmation email. Upon receipt of the confirmation, you are ready to sign in to https://ecommerce.apple.com with your Apple ID to shop, create proposals or request returns.

Support If you encounter any registration issues, please send an email to myaccess.support@apple.com If you are having difficulty viewing Apple sites, the most common fix is to clear your cache and cookies and make sure you are using one of the following optimal browsers:

Safari https://support.apple.com/downloads/#safari Firefox https://www.mozilla.org/en-US/firefox/new/

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Apple 505ENT-O24-NASPOCOMPUT-02.pdf

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-02 for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Wisconsin and

Apple Inc.

This Participating Addendum is entered into by State of Wisconsin (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number 23003, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services (“Master Agreement”):

Apple Inc. (“Contractor”) One Apple Park Way

Cupertino, CA 95014

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Tim Lim Senior Contracts Negotiator tlim2@apple.com 408-783-7379

Participating Entity’s contact for this Participating Addendum is:

Hallee Kox Procurement Specialist Hallee.Kox@wisconsin.gov 608-266-7554

II. TERM. This Participating Addendum is effective as of the date of the last signature below, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, public or private educational institutions, institutions of higher education, cities, counties, districts, and other political subdivisions of the state. Participating Entity has sole authority to determine which additional entities authorized by state statute are eligible to use this Participating Addendum.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to the Contractor and Participating Entity and Purchasing Entities. For the avoidance of doubt, the Master Agreement contains Minnesota statutory requirements applicable only to the Lead State. Such provisions are not applicable to any Participating Entity other than the Lead State.

a. Hardware. 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 Two $15,000 Peripherals $10,000

DocuSign Envelope ID: E72D3BE2-D259-4BA9-8FEC-0EDE42E338A7 mailto:tlim2@apple.com mailto:Hallee.Kox@wisconsin.gov

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-02 for

Between State of Wisconsin and

VI. SERVICES. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities. All services provided will be described in one or more of the following documents:

i. “Services Descriptions” used to describe any services purchased by an entity;

ii. any mutually agreed upon Statement of Work (“SOW”) executed by the parties.

a. Contractor Partners. The Participating Entity shall have the right to remove Apple Authorized

Service Provider(s) under any SOW entered into pursuant to this Participating Addendum, as agreed in the applicable SOW.

VII. AMENDMENTS AND CONFLICTS. Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

The terms of this Participating Addendum, excluding the Master Agreement, shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Participating State and Contractor.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum.

VIII. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

IX. PARTICIPATING ENTITY REPORTING REQUIREMENTS.

Excluding all orders at an Apple Retail Store, Apple will provide a quarterly report of all invoiced items transacted under the Agreement to Customer within thirty (30) days following the end of each Apple fiscal quarter. Reports will be submitted electronically via email in a format determined by Apple. Report data includes: (i) sold-to customer name; (ii) Apple customer number; (iii) customer group (i.e., K-12 education, higher education, or state and local government); (iv) purchase order number; (v) Apple sales order number;

(vi) order entry date; (vii) invoice number; (viii) invoice date; (ix) quantity; (x) unit price; (xi) total invoiced price;

(xii) Apple part number; (xiii) material description; (xiv) ship-to name; and (xv) ship-to address (city, street, state, zip code).

Reports will be submitted via email to Participating Entity at: doaitcontractusagereporting@wisconsin.gov.

X. FEDERAL FUNDING REQUIREMENTS. In addition to the Master Agreement, Exhibit A, Section 12 (Laws and Regulations), Contractor will evaluate federal requirements associated with orders funded with federal funds on a transactional basis.

XI. INFORMATION TECHNOLOGY SECURITY STANDARDS.

a. Executive Order 184. Executive Order 184 relating to Cybersecurity and Prohibiting the Use of Certain Foreign Technologies directs the Wisconsin Department of Administration to take measures to ensure certain prohibited vendors and technologies are not used on State IT networks. Accordingly, the following vendors and/or software are prohibited from being provided to any Purchasing Entity:

• TikTok mailto:doaitcontractusagereporting@wisconsin.gov

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

XII. Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor’s relevant infrastructure that is used to support its obligations under this Participating Addendum including Network Components, Applications, Servers, and Subcontractors (if any) are aligned with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” may include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” may include, but are not limited to, all purchased and custom external (web) applications. “Servers” may include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” is defined in accordance with PCIDSS. Apple Authorized Service Providers shall not accept payment under this Participating Addendum; Contractor shall invoice all Orders and all payments under this Participating Addendum will be made directly to Contractor.

XIII. ATTACHMENTS. This Participating Addendum includes the following attachments. Parties agree that

Contractor is not subject to any terms in these attachments that are not mandated by Wisconsin law.

a. Attachment A: Participating Entity Modifications or Additions to the Master Agreement

b. Attachment B: Vendor Agreement- Wisconsin’s Cooperative Purchasing Service (DOA-3333) Form

XIV. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

U.S. Contract Operations One Apple Park Way, MS/581-CNTR Cupertino, CA 95014 contracts@apple.com

For Participating Entity:

Hallee Kox Procurement Specialist Hallee.Kox@wisconsin.gov 608-266-7554

XV. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

mailto:contracts@apple.com mailto:Hallee.Kox@wisconsin.gov mailto:pa@naspovaluepoint.org

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

__________________________________________ Cheryl Edgington ___________________________ Printed Name Printed Name

__________________________________________ Director, State Bureau of Procurement __________ Title Title

Date Date

Johnny Mendoza

Project Coordinator

12/8/2023

12/15/2023 | 8:26 AM CST

NASPO ValuePoint Computer Equipment, Peripherals & Related Services Master Agreement # 23003 Administered by the State of Minnesota (hereinaHer “Lead State”)

AMachment A- Apple Inc.

ParQcipaQng State Contract # 505ENT-O24-NASPOCOMPUT-02

PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER

AGREEMENT.

1. Additional Term Definitions. All terms used and not defined herein shall have the meaning given within the Master Agreement and Request for Proposal.

“Business Day” means any day on which the Purchasing Entity is open for business.

“Contract” means a binding agreement for the procurement of goods and Services under the terms and conditions contained within the Participating Addendum, Master Agreement, Solicitation and Addendums, Contractor’s response to the Solicitation, and related Agreements.

“Software” means commercial operating off-the-shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment.

The term “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

“State” for this Participating Addendum, means the State of Wisconsin.

“Subcontract” means any contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means any entity that enters into a Subcontract with the Contractor for the purpose of fulfilling the requirements and performance obligations of this Contract.

“Third Party” means any party who does not have a direct connection with this Contract, but who might be affected by it. A Third Party is a supplier of ancillary goods or support for a product or service who is neither the Contractor, Subcontractor, or the Purchasing Entity.

2. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum.

3. No Quantity Guarantees. Purchase under this Agreement pursuant to the Master Agreement is not mandatory. This Participating Addendum is non-exclusive. The State may obtain related goods or services from other sources during the term of this Agreement in its sole discretion and at its sole option. Subject to the foregoing, the State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of services shall be procured through this Agreement.

4. Restrictions:

In addition to the Master Agreement, restrictions for Software and general services are as follows:

a. Software.

• Stand-alone Software purchase, including applications (“Apps”), is not allowed.

b. General Services.

• Acquisition of such Services shall be subject to this Participating Addendum and the

Master Agreement and to other additional terms that may be required by the

Contractor. Services shall be described in a Statement of Work (SOW).

• Services must be related to the equipment purchase. Additional professional

Services, including general consulting, regardless of length of engagement, are not allowed.

5. Website Ordering. Contract pricing will be available on the Participating State’s page of the NASPO website.

6. Services performed in United States. Pursuant to s. 16.705(1r), Wis. Stats., services must be performed within the United States.

7. Taxes. Pursuant to statutes (Wis. Stat. s. 77.54(9a) and IRC s. 115), State agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

State agencies are required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Purchasing Entities other than State agencies may or may not be subject federal tax and Wisconsin state and local taxes. It is the responsibility of the Purchasing Entity to provide the Contractor with the appropriate tax exemption information.

8. Payment Terms and Invoicing. Pursuant to s. 16.528, Wis. Stats., the State of Wisconsin shall pay properly submitted vendor invoices within thirty (30) days of receipt. Failure to render payment in accordance with these terms will result in late payment fees in the amount and timeframe described in this statute.

9. Right of Offset. Pursuant to s. 73.12, Wis. Stats., the State may offset payments made to the Contractor to the extent allowed by law.

10. Termination:

In addition to the Master Agreement, Exhibit A, Section 42 (Cancellation):

a. Pursuant to s. 77.66, Wis. Stats., the Participating State reserves the right to cancel this Contract if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

b. Pursuant to s. 16.75(3), Wis. Stats., the Participating State reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the Contractor to comply with terms, conditions, and specifications of this Contract.

c. The Participating State reserves the right to cancel this Participating Addendum if the Contractor fails to submit a non-discrimination or affirmative action plan or fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law).

11. Severability. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect.

12. Nondiscrimination and Affirmative Action. In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, sex, disability, sexual orientation as defined in

s. 111.32(13m), Wis. Stats., or national origin. This provision 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 further agrees to take affirmative action to ensure equal employment opportunities.

a. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than fifty (50) employees. Within fifteen (15) Business Days after the Contract is awarded, the Contractor must submit the plan to the State for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the State.

b. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the State that sets forth the provisions of the State's nondiscrimination law.

c. Failure to comply with the conditions of this clause may result in the Contractor's becoming declared an "ineligible" contractor, termination of the Contract, or withholding of payment.

d. Pursuant to s. 16.75(10p), Wis. Stats., Contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in

s. 20.931(1)(b). State agencies and authorities may not execute a Contract and reserve the right to terminate an existing Contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

e. Pursuant to 2019 Wisconsin Executive Order 1, Contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, Subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

13. Recordkeeping and Record Retention. The Parties acknowledge that Participating Entities have an affirmative duty to provide the public with access to records they possess pursuant to Wisconsin Statutes Chapter 19, Subchapter II. Upon written request from a Participating Entity and pursuant to Wis. Stats. s. 19.36(3) for records reflecting the performance and administration of fees under this Participating Addendum, Contractor shall provide copies of such records that are responsive to the records request and which are in Contractor’s possession at the time the request is received by the Contractor. Nothing in this Participating Addendum shall be deemed to limit Contractor’s ability to mark documents as “Confidential”.

14. Conflict of Interest. Private corporations and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of State contracts.

15. Disclosure. If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which Contractor knows a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this Agreement is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the

Agreement. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

16. Employment. Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year.

This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

17. Foreign Corporation. Pursuant to s. 180.1501, Wis. Stats., and Chapter 180, Wis. Stats., generally regarding foreign corporations, a foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and will possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

State of Wisconsin Department of Administration Division of Enterprise Operations

DOA-3333 (R05/2015)

State Bureau of Procurement 101 East Wilson Street, 6th Floor

Post Office Box 7867 Madison, WI 53707-7867

FAX (608) 267-0600

Vendor Agreement Wisconsin’s Cooperative Purchasing Service

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts.

Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

• will contact the contractor directly to place orders referencing the state agency contract number; and

• are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

The State of Wisconsin will determine the contractor’s participation by checking a box below.

MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. Vendors should note any special conditions below.

OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on awarding this contract.

A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal delivery areas, or other minimal changes for municipalities.

Vendor: please check one of the following boxes in response.

I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special conditions noted below.

I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.

Special Conditions (if applicable):

Per the terms set forth in the NASPO ValuePoint Master Agreement and Participating Addendum between Apple Inc. and the State of Wisconsin.

Signature Date (mm/dd/ccyy)

Name (Type or Print)

Title

Project Coordinator Company

Telephone

Address (Street)

One Apple Park Way

City

Cupertino

State

CA

ZIP + 4

95014 Commodity/Service

Computer Equipment, Peripherals and Related Services

Request for Bid/Proposal Number

N/A This document can be made available in alternate formats to individuals with disabilities upon request.

http://vendornet.state.wi.us

12/8/2023

408 974-0100

2023-12-19T18:31:31-0800

Digitally verifiable PDF exported from www.docusign.com image3.emf

Apple Master Agreement.pdf

NASPO ValuePoint Master Agreement No.: 23003

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Apple Inc., whose designated business address is One Apple Park Way, Cupertino, CA 95014, USA (“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

1. Term of Contract

a. 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.

b. 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.

c. 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.

DocuSign Envelope ID: 9A964B86-E2AF-4A17-B9DA-7FD1C8F9ECD3

2. Representations and Warranties

a. 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.

b. Reserved.

c. 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.

3. 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 2, Personal Computer Devices - Non-Windows Operating Systems

4. 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

5. 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 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.

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.

6. Authorized Representative

a. 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

b. Contractor’s Authorized Representative. The Contractor's Authorized Representative is Tim Lim, Senior Contracts Negotiator.

Tim Lim, Senior Contracts Negotiator

One Apple Park Way, Mail Stop 39-3MAL Cupertino, CA 95014, USA Email: tlim2@apple.com Phone: 408.783.7379

If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

7. 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.

8. 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

9. Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Survival of Terms; Laws and Regulations; Title of Product; Warranty; Payment; Severability; Assignment/Subcontracts; Records Administration and Audit; Indemnification; Limitations of Liability; Governing Law and Venue; Confidentiality, Non-Disclosure, and Injunctive Relief; Cancellation; Export Compliance; Publicity; Government Data Practices; Administrative Fee; NASPO ValuePoint Reports; and State Audits. Any other Contract term that states it shall survive or by its nature would reasonably be expected to survive expiration or termination, shall survive.

10. Entire Agreement This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

mailto:elizabeth.randa@state.mn.us

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:

6/20/2023Project Coordinator 6/20/2023Acquisition Management Specialist

Elizabeth M. Randa

IT Acquisitions Supervisor 6/20/2023

Andy Doran

Exhibit A: NASPO ValuePoint Master Agreement 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; and

3. Purchase Order.

For the avoidance of doubt, terms and conditions set forth in a Purchase Order that conflict with or add to the terms of the agreements listed in Paragraphs 1 and 2 above will have no force or effect.

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. No other terms and conditions shall apply.

c. Any URL or policy is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. 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 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.

e. Intentionally deleted.

2. Definitions.

a. Reserved.

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 Contract, accessories are considered peripherals.

c. Reserved.

d. 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.

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 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.

j. Reserved.

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 the receiver is beyond the front door or loading dock.

o. Reserved.

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 Contract.

q. Lead State means the State centrally administering any resulting Master Agreement(s).

r. Reserved.

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 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. Reserved.

x. Order or Purchase Order means any purchase order, sales order, 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. A Participating Addendum evidences the Participant’s willingness to purchase and the Contractor’s willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon in the Participating Addendum. Unless otherwise stated in the Participating Addendum, no minimum or maximum sales volume is guaranteed or implied by the Participating Entity.

z. Participating Entity means a…