HPE Information Sheet - 2.12.25.docx

HEWLETT PACKARD ENTERPRISE

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-07 NASPO Master Agreement (MA) No. 23008

CONTRACT DETAILS

· Online NASPO ValuePoint Store: http://www.hpe.com/buy/NASPOVP-Compute-2023-2028

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

Quotes and Ordering Assistance: US-SLED-ORDERS@hpe.com

Points of Contact:

Stacey Pierce SLED, US Route to Market Leader 512-319-1012 Stacey.Pierce@hpe.com

Order Address Hewlett Packard Enterprise Attn: SLED Program Office 14231 Tandem Blvd Austin, TX 78728

Remittance Address Hewlett Packard Enterprise Company 33153 Collections Center Drive Chicago, IL 60693-3153

STAR Supplier ID: Ending in 103022

25 Northwest Point Blvd., Suite 200 Elk Grove Village, IL 60007 847-637-4300 info@americandigital.com STAR Supplier ID: Ending in 8673, remit to MAIN or Suffix-A

Camera Corner, Inc. (ACP CreativIT LLC) 529 N Monroe Ave Green Bay, WI 54301 Jeremiah Dorn 1-920-4355353

SALESSUPPORT@CCCP.COM

STAR Supplier ID: Ending in 14452, remit to Main

CDW Government LLC 200 N Milwaukee Avenue Vernon Hills, IL 60061 Nelson Narciso nelsnar@cdw.com 800-808-4239 STAR Supplier ID: Ending in 8880, remit to Main or Suffix-D

Core Business Technology Solutions Inc 5875 Castle Creek Pkwy N. Dr. Suite 320 Indianapolis, IN. 46250 855-267-3287 info@corebts.com STAR Supplier ID: Ending in 3286, remit to Main

Heartland Business Systems 1700 Stephen Street Little Chute, WI 54140 800-236-3584 manager@hrtlp.com STAR Supplier ID: Ending in 32062, remit to Main or LOC-3

Insight Public Sector, Inc.

2701 E. Insight Way Chandler, AZ 85286 Erin Schmitz 480-366-7194 TeamWisconsin@insight.com STAR Supplier ID: Ending in 8806, remit to Main or Suffix-J

Marco Technologies, LLC 235 Executive Dr. N. Suite 180 Brookfield, WI 53005 800.847.3098

MARCO@MARCONET.COM

STAR Supplier ID: Ending in 29951, remit to Main

Paragon Development Systems N57W 39605 State Road 16 Oconomowoc, WI 53066 salesinfo@pdsit.net STAR Supplier ID: Ending in 17975, remit to Suffix-A

SHI International Corp. (MBE) 290 Davidson Avenue Somerset, NJ 08873 State and Local Government:

Chris Petersen, 262-664-2533, Chris_Petersen@SHI.com Educational Institutions:

Mike Mapes, 920-515-7140, Mike_Mapes@SHI.com STAR Supplier ID: Ending in 4111, remit to Loc-4

Vanguard Computers, Inc. (MBE) 13100 W Lisbon Rd, Suite 100 Brookfield, WI 53005 sales@vanguardinc.com 262-317-1900 STAR Supplier ID: Ending in 19963, remit to Main

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

2 | Page image1.emf

HPE 505ENT-O24-NASPOCOMPUT-07.pdf

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-07 for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Wisconsin and

Hewlett Packard Enterprise

This Participating Addendum is entered into by State of Wisconsin Participating Entity and the following Contractor ( for the purpose of participating in NASPO ValuePoint Master Agreement Number 23008, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services :

1701 East Mossy Oaks Road Spring, TX 77389

I. PARTICIPATING ADDENDUM CONTACTS.

this Participating

Addendum is:

Jacklyn Smith SLED Central, Contracts Program Manager Jacklyn.Smith@hpe.com 207-494-6436 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 first business day of the month following execution of this Participating Addendum, 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, institutions of higher education, cities, counties, districts, and other political subdivisions of the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that a use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will b 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. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

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.

a. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities with the exclusion of those identified in Attachment A, Section 10, Restrictions.

b. Equipment Leasing. Purchasing Entity may finance their purchases through a lease agreement.

Financing lease agreements pursuant to this Participating Addendum by a Purchasing Entity requires laws and

DocuSign Envelope ID: E72D3BE2-D259-4BA9-8FEC-0EDE42E338A7

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-07 for

Between State of Wisconsin and regulations. The competitive process for finance lease agreements was not conducted with this solicitation. As a result, this Participating Addendum does not provide procurement authority for such financing lease agreements. Upon procurement authority obtained by the Purchasing Entity, financing lease agreements may be entered into for goods and Services within the scope of this Participating Addendum. Any such agreement must be entered into prior to the Participating Addendum expiration between the Contractor and the Purchasing Entity. Each Purchasing Entity is responsible for all aspects of the financing lease agreement such as any required competition, negotiations, equipment schedule, and signature on any financial leasing document.

c. Equipment Trade-in Program. The Purchasing Entity shall follow all required surplus property disposal procedures and policies. Use of the current or subsequently awarded contract for disposal shall be used when applicable. If required disposal procedures allow and if the Trade-In Program offers savings or disposal not offered elsewhere for the Purchasing Entity, such Program may be utilized.

d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified SPO ValuePoint webpage as authorized to provide Products and Services to

Participating Entity may provide Products and Services to users of this Participating Addendum.

distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum. The State reserves the right to remove subcontractors, dealers, distributors, resellers, and ValuePoint webpage during the life of this Participating Addendum.

e. 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 Three $1,000,000 Peripherals $10,000

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 thirty (30) calendar days from the date the Contractor notifies the Participating Entity and is documented thereafter via written amendment hereto. The Contractor shall notify the Participating Entity in writing within ten (10) business days of the amendments effective date.

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.

VI. 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.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS.

The Contractor must submit electronic reports on a quarterly basis and one (1) annual summary report on all sales, including service/maintenance, made against this Participating Addendum via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

a. Reports must include the reporting listed in the Detail Sales Report Template, Attachment G of the RFP. The column denoting

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

d. Such reports shall retain the same format throughout the life of the contract unless mutually agreed upon.

e. The Contractor agrees to provide additional reports if requested by the State of Wisconsin in a format and frequency as mutually agreed upon by both parties.

f. Quarter End Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31

The annual summary report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. 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 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

b. Confidential Information.

Disclosures.

the Participating State or Purchasing Entity to disclose to the Contractor Confidential Information.

The Contractor shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

o Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control, including transportation, whether physically or electronically.

o Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

o The Contractor shall maintain all Confidential Information that HPE processed on behalf of the State for a period of six (6) years from the date of termination of this Contract and shall thereafter return or destroy said information as directed by the State.

Equitable Relief in Event of Contractor Breach. The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

c. Security Incident or Data Breach Notification.

Incident Response. Contractor may need to communicate with outside parties regarding a Security Incident which may include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law, or contained in this Contract. Discussing Security Incidents shall be handled on an urgent as-and mitigation processes, defined by law or contained in this Contract.

Security Incident Report Requirements. Contractor shall report a Security Incident to the Purchasing Entity or designee within 72 hours or as required by applicable law if Contractor reasonably believes there has been a Security Incident.

Breach Reporting Requirements. If Contractor has actual knowledge of a confirmed Data Breach that affects the security of Public Data within the possession or control of the Contractor that is subject to applicable data breach notification law, Contractor shall: a) promptly notify the Purchasing Entity or designee within 72 hours or as required by applicable law; b) take commercially reasonable measures to address the Data Breach in a timely manner and c) be responsible for its Data Breach responsibilities, as provided in the next Section.

For sections IX. Data Breach -authorized person(s) which results in unauthorized acquisition of Public Data and compromises the security, confidentiality, or integrity of Public Data.

determine whether the unauthorized access is a Security Incident or a Data Breach.

For section IX.c.:

o Public Data Purchasing Entity whether such data or output is stored on the State or Purchasing otherwise controlled by the State, a Purchasing Entity, or by Contractor. Public Data includes any federal data that the State or Purchasing Entity controls or maintains, that is protected under federal laws, statutes, and regulations.

o Security Incident -authorized persons to Public Data that Contractor believes could reasonably result in the use, disclosure, or theft of Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. It is within a Purchasing tion to determine whether the unauthorized access is a Security Incident or a Data Breach.

d. Data Breach Responsibilities. This Section only applies when a Data Breach occurs. Contractor agrees to comply with all applicable laws that require the notification of individuals in the event of a Data Breach or other events requiring notification. In the event of a Data Breach or other event requiring notification, Contractor shall: a) cooperate with the Eligible User by sharing information relevant to the Data Breach; b) promptly implement necessary remedial measures, if necessary; c) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in relation to the Data Breach; and d) in accordance with applicable laws indemnify, hold harmless, and defend the State against any claims, damages, or other harm related to such Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Purchasing Entity or designee. Contractor shall be responsible for all notification and remedial costs and damages where Contractor was gross negligent, reckless, or intentional conduct.

e. Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) that store, process or transmit payment card information for the purchase of products and services under this Ag appliances, and other security appliances that transmit payment c include all purchased and custom external (web) applications that store, process or transmit payment proxy, and NT shall mean any personally identifiable data associated with cardholder, including, by way of example

, name, address or telephone number.

Contractor and Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to the applicable PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement be provided operations, systems, records, procedures, rules, and practices in the event of an exfiltration of

Cardholder Data to an unauthorized third party in order to validate compliance with PCIDSS, provided such security review is specific to the PCIDSS solution applicable to the purchase of products and services ordered under this Agreement.

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

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

b. Attachment B: Vendor Agreement- -3333) Form

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

For Contractor:

Jacklyn Smith SLED Central, Contracts Program Manager Jacklyn.Smith@hpe.com 207-494-6436

For Participating Entity:

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

XII. 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

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 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

_Mary A. Reuss_____________________________ Cheryl Edgington ___________________________ Printed Name Printed Name

_Contract Negotiator_________________________ Director, State Bureau of Procurement __________ Title Title

Date Date

12/15/2023 | 8:26 AM CST

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

means any day on which the Purchasing Entity is open for business.

means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the Purchasing Entity, Participating State or by a Third Party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-ng and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the Purchasing Entity or Participating State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

means a binding agreement for the procurement of goods and Services under the terms and conditions contained within the Participating Addendum, Master Agreement, other personnel (including officers, agents and Subcontractors) provided by the Contractor to render Services under this Contract.

means calendar day unless otherwise specified.

means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder.

means the accepted Purchasing Entity standard document for Deliverables and Services, view and acceptance.

An Order may be an eProcurement Order entered online or Purchase Order sent either hard copy, fax, or via e-mail. Such incorporated documents may include a Statement of Work (SOW), negotiated license agreement, or an official quotation.

Personally Identifiable Information name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any t, including a credit or debit card account number, or any security ngerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

Proprietary Information program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

- is one that is submitted in accordance with instructions contained submitted to the proper address for processing.

is a charge card issued to an authorized State employee through the Wisconsi contract.

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

updates, and modifications of software.

for this Participating Addendum, means the State of Wisconsin.

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.

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

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, -3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum. Contractor is responsible for verifying all sales under this Participating Addendum are to Purchasing Entities authorized by 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. Quotes.

a. Contractor shall respond to Purchasing Entity quote requests within two (2) Business Days of receiving the request.

b. Contract shall provide written quotes to Purchasing Entities within 24 hours, excluding requests received on weekends or Participating State holidays.

c. When a quote may take longer due to delays by the manufacturer, Contractor shall provide an estimate for when the quote will be provided. Standard shipping is included.

Quotes shall identify any applicable special handling or shipping charges not covered under the Contract. Any shipping costs listed on an invoice that were not identified on the quote will not be paid by the Purchasing Entity.

d. Quote pricing shall remain firm for at least thirty (30) Days from the date the quote is provided to the Purchasing Entity.

5. Pricing and Discount.

Agreement shall apply to this Participating Addendum. The State qualifies for governmental discounts, if available; and its educational institutions also qualify for educational discounts, if available. The Contractor may offer, within written quotes, a greater discount than the approved minimum discount for the State, volume purchases or for competitive reasons.

a. Purchasing Entities will be allowed to negotiate pricing available in the Master Agreement for lower pricing or higher discounts.

b. Contractor shall offer such lower pricing or higher discount options available to the Purchasing Entity prior to an Order being placed. Such discounts shall not require the Purchasing Entity or the Participating State to provide additional documentation to

c. Contractor may offer promotions for deeply discounted products based on their inventory and sales. Contractor will be responsible to market such offers and adhere to the terms and conditions regarding advertising and news releases.

6. Substitution. Contractor will not substitute equipment, products, or Services specified by the Purchasing Entity in an Order. If equipment, products, or Services cannot be supplied and delivered as specified, Contractor shall promptly inform the Purchasing Entity in writing and the Purchasing Entity will be offered the choice of terminating the Order, accepting back order status, or consulting with the Contractor sales representative about selecting alternative goods or Services.

7. Warranty. Upon request, the Contractor Warranty accompanying Products ordered.

8. Product Recalls. In the event Contractor recalls a Contractor branded product, Contractor agrees or designee en public announcement of such recall. Such written notice shall identify the Contractor branded product being recalled, the reason for the recall (if applicable), and the process for replacing the recalled Contractor branded product. When such recalled equipment or products that are not Contractor or designee notice to Contractor, if applicable.

9. Replacement Parts. All replacement parts provided under this Participating Addendum are new including any warranty provided with such new parts. If such parts do not meet this requirement, the Purchasing Entity must approve in writing prior to shipment of such parts for each Order.

10. Restrictions.

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

a. Software.

Stand-alone Software purchase, including .

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 Purchasing Entity. Services shall be described in a Statement of Work (SOW). Such SOW shall include specific terms detailing the Services such as, but not limited to:

the time for performance, the payment amounts, payment contingencies, acceptance provisions, testing or other verification against specifications. Support Renewals shall not require an SOW. Support Renewals will be in the form of a quote and will reference this Participating Addendum.

Services must be related to the equipment purchase. Additional professional Services, including general consulting, regardless of length of engagement, are not allowed.

All travel expenses, if applicable, shall be reimbursed under the same conditions and rates as noted in the current published State of Wisconsin Pocket Travel Guide published by the Department of Administration, Division of Personnel Management.

When the Purchasing Entity Order requires a background check prior to providing Services, Contractor shall be responsible for meeting any background check requirements. Such background check requirements and the payment of the background checks shall be agreed to in writing between the Purchasing Entity and the Contractor. Purchasing Entity shall have the sole discretion to allow or deny access to any individual providing Contract Services after conducting a background check.

c. Additional Product/Services.

The EPEAT Bronze requirement is not waived, unless otherwise agreed upon in writing between the Contractor and Purchasing Entity.

Rental equipment is not authorized under this Participating Addendum.

11. Title of Product Restrictions. Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the terms and any software license, the Order of Precedence apply to the extent any terms of the software license are not in conflict with the Purchasing Enti

12. Other Documents. Standard forms or templates may be used for various purposes, including but not limited to, Purchase O which may contain boilerplate or standard terms and conditions However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Participating Addendum.

13. Liens, Claims and Encumbrances. The Contractor warrants and represents that all Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

14. Website Ordering. The Participating State may inherit the NASPO Contractor website or require Contractor to provide a hosted or punchout site for use on an e-procurement system. Contractor will work with the State where needed for implementation. Contract pricing for only the scope of this Participating Addendum will be available on the website.

15. Trial or Demonstration of Device or Equipment. A written agreement between the Purchasing Entity and the Contractor shall occur prior to any trial or demonstration.

16. Acceptance/Acceptance Testing. The Contractor shall not require the Purchasing Entity to sign or electronically accept additional terms and conditions for acceptance or acceptance testing except under a custom SOW that has been mutually agreed to by both parties in writing, or as otherwise specified and agreed to within the applicable Order. Such additional terms and conditions for acceptance or acceptance testing shall be consistent and complementary with the terms and conditions of the Contract.

17. Intentionally Deleted.

18. Returns; Damaged Products.

consent. Products returned without written authorization from Contractor may not be accepted by Contractor and is the sole responsibility of Purchasing Entity. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Purchasing Entity. All claims for damaged products or delay in delivery shall be deemed waived unless made in writing and delivered to Contractor within thirty (30) Business Days after receipt of products.

19. Rush Orders. Upon request of the Purchasing Entity, Contractor will provide expedited delivery of in-stock equipment in accordance with the Order. Any additional shipping incurred costs above and beyond the already included shipping costs as a result of a rush request shall be quoted and accepted by the Purchasing Entity prior to shipment.

20. Risk of Loss or Damage. The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their Contracted Personnel.

21. Services performed in United States. Pursuant to s. 16.705(1r), Wis. Stats., services must be performed within the United States. Where Purchasing Entities which are not subject to this Statute, this requirement may be waived.

22. Rendering of Services. The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the requirements set forth in the Participating Addendum and a Purchase Order. The Purchasing Entity and/or Participating State may inspect, observe and examine the performance of the Services rendered on notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Participating Addendum requirements for any reason other than as a result of the

-schedule and perform the work correctly within such reasonable times as the Purchasing Entity specifies. This remedy shall in be in addition to any other remedies available to the Purchasing Entity and/or Participating State by law or in equity.

23. Security of Premises, Equipment, Data and Personnel. During the performance of Services under this Contract, the Contractor may have access to the personnel, premises, equipment, and belonging to the Purchasing Entity. The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the Purchasing Entity, in accordance with the instruction of the Purchasing Entity as agreed to in writing. The Contractor shall be responsible for damage to the Purchasing Entity's equipment, workplace, and its contents, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the Purchasing Entity accordingly upon demand.

24. Installation. If the Contractor is providing installation with the product purchase, Contractor site guidelines required for equipment installation shall be provided the Purchasing Entity prior to Order. Ideally, such site guidelines will be provided at the time of the written quote. In the event such installation requirements were provided by the Contractor to the Purchasing Entity after an Order was placed, the Purchasing Entity has the option to cancel or write a change Order without penalty or additional fees.

25. Contractor Personnel:

a. Identification. If requested by the Purchasing Entity, the Contractor shall provide a list of es who may at any time require admission to the Purchasing with the rendering of Services, specifying each such the Participating Addendum, and other particulars as the Purchasing Entity may require.

premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the Purchasing Entity, would be undesirable.

b. Identification of Contracted Personnel. The Contractor shall furnish each Contractor personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Participating Addendum and furnish the Purchasing Entity with security credentials on these Contractor personnel, if requested.

c. Background or Criminal History Investigation. When the Purchasing Entity business needs require a background or criminal history investigation, and prior to the commencement of any Services under this Participating Addendum, the Purchasing Entity may request that Contractor provide a certification that a background or criminal history providing Services to the Purchasing Entity under the Participating Addendum has been -employment screening processes or (b) a screening requested by the Purchasing Entity. If any of the stated personnel providing Services to the Purchasing Entity under this Participating Addendum is not acceptable to the Purchasing Entity in its sole opinion as a result of the background or criminal history results, the Purchasing Entity may request immediate replacement of the person. If a replacement is not possible the Participating Entity may terminate any related Purchase Order. Purchasing Entity may not request that Contractor take action because of race, religion, gender, age, disability, or any other legally prohibited basis under federal, state or local law.

d. Removal/Replacement of Contractor Personnel. The State may request the Contractor to remove or reassign Contractor personnel assigned to perform Contractor Services for any lawful reason or if the performance or conduct of such personnel is unsatisfactory. The State may request that such Contractor Personnel be replaced within fifteen (15) Business Days from such removal. The Purchasing Entity will notify the Contractor in writing and the exclusion of a designated individual(s) shall take effect as soon as reasonably practicable provided that the parties shall first discuss alternatives to removal as may be requested by Contractor in writing, however the State reserves the right to deny entry or to request the immediate removal of any Contractor Personnel for any lawful reason from any of its facilities based on security or safety concerns. The decision of the Purchasing Entity following such discussions if any shall be final. This provision shall not infringe upon the right of the

Agreement. The State shall have the right, at no charge to the State, to interview, check the references of, and accept or reject any proposed replacements for Contractor Personnel who will be performing Contractor Services on- Contractor Personnel replacements beginning work on the project. To the extent that departing Contractor Personnel provide adequate notice to the Contractor, Contractor shall use commercially reasonable efforts to obtain a smooth transition at no additional charge to the State, including the provision of knowledge transfer documentation and cooperation between the replaced and the newly assigned personnel including an overlap in the assignment of the replaced and newly assigned personnel for a duration of at least ten (10) Business Days, unless the Purchasing Entity agrees to a shorter period in writing.

26. Taxes. The Participating State and its 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.

The Participating State, including all its agencies, is 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 Participating State may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials. Purchasing Entities other than State agencies may or may not be subject to 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.

27. Payment Terms and Invoicing. Payments terms are as follows, unless otherwise agreed to with the Purchasing Entity:

a.

of goods and Services rendered. If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion.

Contractor may discontinue performance with any Purchasing Entity if Purchasing Entity fails to pay any undisputed sum due.

b. Purchasing Entities may use a PCard, subject to its credit limit, or issue a Purchase Order, provided that any additional or different terms of such PCard or Purchase Order shall not apply. State use of a PCard for hardware purchases and maintenance payments is limited to time of order placement only.

c. Contractor shall forward invoice(s), directly to the Purchasing Entity. Purchase Orders and Payments shall be made to Contractor.

28. Refund of Credits.

State any credits resulting from an Order that the State and Contractor agree is owed and determines cannot be applied to future invoices.

29. Right of Offset. Upon written notice, the State may offset against contractual payments due to the Contractor in an amount necessary to satisfy a certified or verifiable delinquent payment owed by the Contractor to the State or any local unit of government in Wisconsin that is not under formal written appeal. The State also reserves the right to cancel this Agreement if a delinquency is not satisfied by the offset or other means during the Agreement Term.

30. Liquidated Damages. Liquidated Damages for failures or delays in the performance of the Contractor Services may be addressed as mutually agreed and applicable to the Contractor Services in the Purchasing Entity order.

31. Term and Termination:

This Agreement shall end coterminously with the Master Agreement, provided that any Statements of Work entered into prior to expiration or termination of this Agreement shall survive such expiration of the Master Agreement, for the term stated in the SOW, and continue to be subject to its terms.

a. The Participating State reserves the right to cancel this Participating Addendum 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 and does not cure such failure within thirty (30) Days of receipt of notice.

b. The Participating State also reserves the right to cancel this Participating Addendum with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

c. The Participating Addendum may be canceled by the Participating State at any time, with or without cause in accordance with Paragraph 31.2 of this Agreement.

d. The Participating State reserves the right to cancel in whole or in part without penalty due to nonappropriation of funds.

e. In the event the Contractor is in default following the expiration of a thirty (30) Day cure period, the Participating Addendum is subject to cancellation in accordance with Paragraph 31.1 of this Agreement to the extent allowable by applicable law.

f. In the event of a cancellation of this Participating Addendum, the Contractor shall be entitled to payment, determined on a prorated basis, for work or Services satisfactorily performed and accepted.

g. The Purchasing Entity may terminate a specific Purchase Order issued under this Participating Addendum if the Contractor is unable to render the Services or provide the Products required in a timely manner in accordance with the terms of the PO, in order to meet the business needs of the Purchasing Entity, which inability shall remain uncured following thirty (30) Days written notice to the non-performing party.

h. 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

a. The State may terminate this Participating Addendum with written notice if, after providing the Contractor with thirty (30) D to cure a material failure of the Contractor to perform under the terms of this Agreement, the Contractor fails to cure such material failure within the thirty (30) Day cure period.

The Contractor may terminate this Agreement if, after providing the State with thirty

(30) D perform under the terms of this Agreement, the State fails to cure such material failure within the thirty (30) Day cure period.

Any termination for cause must be preceded by written notice and an opportunity to cure as provided in this section. Unless otherwise stated in the notice of termination, Termination of this Agreement shall not terminate any orders in progress. Upon the termination of this Agreement for any reason, or upon Agreement expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration (including any surviving orders).

b. Upon termination under this section, all Deliverables prepared by the Contractor under a Contractor Services and SOW and paid for by the State that are intended to be the property of the State under the terms of this Agreement shall become the property of and be delivered to the State.

c. The State may, upon termination of this Agreement for cause, procure on terms and in the manner that it deems appropriate, materials or Services to replace those terminated for cause under this Agreement.

32. Contract Dispute Resolution:

In the event of any unresolved dispute or disagreement between the parties under this Participating Addendum, whether with respect to the interpretation of any provision of the terms and conditions, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case and the equivalent executive authority within the Participating Entity, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

a. No Termination or Suspension of Services: If any problem or dispute arises between the parties, in no event nor for any reason and unless and until authorized by a court of competent jurisdiction, shall Contractor interrupt the performance of the Services or any other obligation hereunder, disable any equipment used in the Services, or perform any other action that prevents, slows down, or reduces in any way the performance of the S Purchasing Entity is making payment for all products and Services during the period of any such dispute.

a. Worker's compensation insurance, as required under Chapter 102 of the Wisconsin performed under this Contract;

b. Commercial liability, bodily injury and property damage insurance against claim(s) that may occur in carrying out the Contractor Services pursuant to this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

c. Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the Contractor Services pursuant to this Contract, with a minimum coverage of one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

d. Certificate of Insurance, showing up-to-date coverage, shall be on file in the Agency before the Contractor Services may commence (if applicable).

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.