NetApp Information Sheet - 3.15.24.docx

NETAPP U.S. PUBLIC SECTOR, INC.

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-10 NASPO Master Agreement (MA) No. 23025

CONTRACT DETAILS

· Online NASPO ValuePoint Store: http://www.netapp.com/how-to-buy/contracts/wsca/

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

Sales Representative State, Local and Education Frank Gallo frank.gallo@netapp.com 518.248.9050

STAR Supplier ID: Ending in 35483

www.thinkahead.com/ 401 N. Michigan Ave, Ste 3400 Chicago, IL 60611 Adam Erickson, Sr. Client Director 612-562-4427 STAR Supplier ID: Ending in 3857, remit to Main

CDW-G Inc.

www.cdwg.com/netappwsca 200 N Milwaukee Avenue Vernon Hills, IL 60061 Tony Sivore, Sales Manager SLG - Northwest tonysiv@cdwg.com Office: 312-705-3290 Cell: 847-804-5074 STAR Supplier ID: Ending in 8880, remit to Main or Suffix-D

Insight Public Sector, Inc.

www.ips.insight.com 2701 E. Insight Way Chandler, AZ 85286 Erin Schmitz Office: 920-360-2102 Direct: 480-366-7194 TeamWisconsin@insight.com STAR Supplier ID: Ending in 8806, remit to Main or Suffix-J

Presidio Networked Solutions LLC www.presidio.com 8215 Greenway Blvd Ste 160 Middleton, WI 53562 Rebecca McCorkle 608-826-6431 rmccorkle@presidio.com STAR Supplier ID: Ending in 107026, remit to Loc-3

SHI International Corp. (MBE) www.shi.com 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

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

2 | Page image1.emf

NetApp_505ENT-O24-NASPOCOMPUT-10.pdf

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-10 for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Wisconsin and

NetApp U.S. Public Sector, 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 23025, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services (“Master Agreement”):

NetApp U.S. Public Sector, Inc. (“Contractor”) 8350 Broad Street, Suite 1200 Tysons, VA 22102

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Harry Franks Sr. Contracts Manager harry.franks@netapp.com 703-918-7317

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, 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 an entity’s 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 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. 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

DocuSign Envelope ID: 33C04006-172E-49AC-A28E-D3DABADC6730

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-10 for

Between State of Wisconsin and separate procurement authority as permitted by that Purchasing Entity’s procurement laws 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 on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, 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 other partners identified on Contractor’s NASPO 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 the “Customer Type” shall indicate either “State” or “Municipality”.

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. In connection with the Contractor’s performance hereunder, it may be necessary for 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, agents, and subcontractors 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 such information 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-needed basis, as part of Contractor’s communication 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 immediately 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 any Public Data that is subject to applicable data breach notification law, Contractor shall: a) promptly notify the Purchasing Entity or designee within 72 hours or sooner 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.

d. Reserved.

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 Agreement comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances that transmit payment card information; “Applications” shall include all purchased and custom external (web) applications that store, process or transmit payment card information. “Servers” shall include all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers that store, process or transmit payment card information. Cardholder Data” shall mean any personally identifiable data associated with cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, 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 terminates or expires; and ensure that a Customer or Customer’s duly authorized representative shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of 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- Wisconsin’s Cooperative Purchasing Service (DOA-3333) Form

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

For Contractor:

Harry Franks Sr. Contracts Manager harry.franks@netapp.com General.Counsel@netapp.com 703-918-7200

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 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

_Michelle Rudnicki_________________________ Cheryl Edgington ___________________________ Printed Name Printed Name

_President_________________________________ Director, State Bureau of Procurement __________ Title Title

Date Date

3/12/2024 | 6:23 PM CDT

NASPO ValuePoint Computer Equipment, Peripherals & Related Services Master Agreement # 23025

A A- NetApp U.S. Public Sector, Inc.

-O24- -10

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.

“Confidential Information” 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-public information related to the Purchasing Entity’s or Participating State’s employees, customers, technology (including data bases, data processing 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.

“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.

The term is interchangeable with the term “Agreement” wherever it occurs in the Participating Addendum.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor to render Services under this Contract.

“Data Breach” means an unauthorized access by a non-authorized person(s) which results in unauthorized acquisition of Public Data and compromises the security, confidentiality, or integrity of Public Data.

“Day” means calendar day unless otherwise specified.

“Deliverables” means all project materials, including goods, software licenses, data, and documentation created during the rendering of Services hereunder.

“Order” means the accepted Purchasing Entity standard document for Deliverables and Services, including incorporated documents or references subject to Contractor’s review 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” means an individual’s last name and the individual’s first 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 manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, 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.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the Purchasing Entity or State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“Public Data” means all Confidential Information that is created or originating with the Purchasing Entity whether such data or output is stored on the State or Purchasing Entity’s hardware, Contractor’s hardware, or exists in any system owned, maintained, or 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.

“Purchasing Card (PCard)” is a charge card issued to an authorized State employee through the Wisconsin Department of Administration, State Bureau of Procurement’s purchasing card contract.

“Security Incident” means the unauthorized access by non-authorized persons to Public Data that could 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.

“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. The term is interchangeable with the term “Purchasing Entity” wherever it occurs in the Participating Addendum.

“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. 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 make commercially reasonable effort to respond to Purchasing Entity quote requests within two (2) Business Days of receiving the request.

b. Contractor shall make commercially reasonable effort to 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) calendar days from the date the quote is provided to the Purchasing Entity.

5. Pricing and Discount.

Contractor’s stated prices approved and agreed to with NASPO under the Master 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 participate in such pricing. An example is “Big Deal Pricing.”

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 will provide a copy of or a link to the manufacturer’s Warranty accompanying Products and Services ordered.

8. Product Recalls. In the event Contractor recalls a Contractor branded product, Contractor agrees to use diligent efforts to provide written notice to the Participating State’s primary contact or designee within twenty (20) Business Days from the date of Contractor’s written 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 branded products, Contractor agrees to notify the Participating State’s primary contact or designee within a reasonable time after Contractor’s receipt of the Third Party manufacturer’s written recall 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 applications (“Apps”), is not allowed unless stand-alone software is related to the procurement of storage equipment previously sold by Contractor.

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, as applicable and agreed to in writing, 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.

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 as negotiated in the applicable SOW. 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 of any software license, the Order of Precedence found at Exhibit A Section 1 of the Master Agreement applies to the extent any terms of the software license are not in conflict with the Purchasing Entity’s applicable governing law.

12. Other Documents. Standard forms or templates may be used for various purposes, including but not limited to, Purchase Orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Participating Addendum 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. 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 Participating Addendum.

17. Reserved.

18. Returns; Damaged Products. No products may be returned without Contractor’s prior written 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 Products ready for shipment to the Purchasing Entity in accordance with the Order to the extent such expedited delivery options are commercially available. 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. Reserved.

21. Services performed in United States. Pursuant to s. 16.705(1r), Wis. Stats., services must be performed within the United States. Purchasing Entities subject to this statute must purchase the appropriate services from the Contractor. Where a Purchasing Entity determines it is not subject to this statute, this requirement is waived.

22. Rendering of Services. The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and applicable legal requirements, and to the requirements set forth in the Participating Addendum and a Purchasing Entity’s Order. The Purchasing Entity and/or Participating State may inspect, observe and examine the performance of the Services rendered on the Purchasing Entity’s premises at reasonable times, without notice. If the Purchasing Entity notifies the Contractor that any part of the Services rendered do not materially conform to the Contractor’s published specifications or the requirements in an agreed upon SOW, except where such nonconformance is the result of the Purchasing Entity’s (including its contractors or subcontractors) default or negligence, the Contractor shall at its own expense re-schedule and re-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.

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 other property, including data files, information, or materials (collectively referred to as “data”) 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. Subject to the Limitation of Liability in Section 35 of the Master Agreement, the Contractor shall be responsible for damage to the Purchasing Entity's equipment, workplace, and its contents, when such damage is solely and proximately caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the Purchasing Entity accordingly upon demand.

24. Installation. If the Purchasing Entity purchases Contractor’s installation services, such installation will be performed pursuant to the Contractor’s published specifications for installation services. If the Contractor is providing installation with the product purchase, Contractor site guidelines required for equipment installation shall be provided to 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 work in good faith with the Contractor to execute a change Order to address the installation requirements without penalty or additional fees or the Purchasing Entity may cancel the Order up to 10 days prior to any scheduled shipment date.

25. Contractor Personnel:

a. Identification. If requested by the Purchasing Entity, the Contractor shall provide a list of the names of all Contractor’s employees, Contractor personnel, or Subcontractor’s employees who may at any time require admission to the Purchasing Entity’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Participating Addendum, and other reasonable particulars as the Purchasing Entity may require.

b. Identification of Contracted Personnel. The Contractor shall furnish each Contractor personnel with a means of identifying themselves as 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 Order requires a background check prior to providing services, Contractor shall be responsible for meeting any industry standard 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.

d. Removal/Replacement of Contractor Personnel. The State may request the Contractor to remove or reassign Contractor personnel assigned to perform Contractor Services (“Contractor Personnel”) at the State’s discretion for any lawful reason or if the performance or conduct of such personnel fail to meet the requirements of the applicable Order or SOW. The State may request that Contractor make commercially reasonable efforts to replace personnel 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 Contractor to employ the removed individual, nor shall the State’s rights under this provision implicate the State as a party to any of the Contractor’s obligations in the Agreement. 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 as deemed appropriate by the Contractor.

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. All invoices shall include Contractor’s tax identification number and a detailed description of goods and Services rendered. If the Purchasing Entity 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 Purchasing Entity 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. Within sixty (60) Days of the State’s request, the Contractor shall pay to the 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. Pursuant to s. 73.12, Wis. Stats., the State may offset payments made to the Contractor to the extent allowed by law.

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 Wisconsin Statutes (Wisconsin’s Fair Employment Law).

31.1 Termination for Cause:

a. The State may terminate this Participating Addendum with written notice if, after providing the Contractor with thirty (30) Days written notice of the Contractor’s right 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, unless a longer term is agreed to by the parties.

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

(30) Days written notice of the State’s right to cure a material failure of the State to perform under the terms of this Agreement, the State fails to cure such material failure within the thirty (30) Day cure period, unless a longer term is agreed to by the parties.

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) and except for outstanding payment obligations.

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.

31.2 Termination for Convenience: The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Contract.