HomeMy WebLinkAbout2016-090 Agrmt - Development Group
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MASTER AGREEMENT FOR PURCHASE OF SERVICES AND/OR PRODUCTS
THIS MASTER AGREEMENT FOR PURCHASE OF SERVICES AND/OR PRODUCTS (this "Agreement"), as of the
date of last signature (the "Effective Date"), is entered into by City of Ashland, a political subdivision of the State of
Oregon ("Customer"), and DEVELOPMENT GROUP, INC., a California corporation ("DGI"). Customer and DGI may
sometimes hereinafter be collectively referred to as the "Parties" or, individually, as a "Party."
RECITALS
A. DGI is in the business of designing, installing and integrating data and communications systems, and selling
and implementing certain products and technology.
B. This Agreement states the general terms and conditions by which DGI, from time to time from and after
the Effective Date, will deliver to Customer, and Customer will receive and purchase from DGI, certain
Services (as hereinafter defined) and/or Products (as hereinafter defined).
C. The Parties intend this Agreement to cover and apply to any and all Services and Products from time to time
provided and/or sold to Customer by DGI.
AGREEMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the Parties, each
intending to be legally bound, hereby agree as follows:
1. Recitals; Definitions; Affiliates.
1.1. Incorporation of Recitals. The Recitals hereto are material to this Agreement, are true, correct and
complete, and are incorporated herein by this reference as if fully set forth.
1.2. Definitions. For all purposes of this Agreement and in addition to other capitalized terms defined
elsewhere in this Agreement, the following capitalized terms shall have the respective meanings set forth
hereinafter:
1.2.1. "Affiliate" shall mean, with respect to a Party, any entity that directly or indirectly, controls, is
controlled by, or is under common control with such Party, where "control" (and variants thereof)
shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of
ownership, contract or otherwise.
1.2.2. "Applicable Caw" shall mean any international, federal, state and/or local statute, regulation and/or
ordinance applicable to this Agreement and/or the performance thereof.
1.2.3. "Associated Contract" shall mean any Proposal, Statement of Work, Customer Service Order or Block
Time Account accepted according to the provisions of Section 2.2.
1.2.4. "Customer Technology" shall mean Customer's proprietary technology, including, without limitation,
Customer's Network design, content, software tools, hardware designs, algorithms, software (in
source and object forms), user interface designs, architecture, class libraries, objects and
documentation (both printed and electronic), know-how, trade secrets and any related intellectual
property rights (whether owned by Customer or licensed to Customer by a third party) and also
including, without limitation, any derivatives, improvements, enhancements and/or extensions of
Customer Technology conceived, reduced to practice and/or developed by Customer and/or any of
Customer's licensors during the term of this Agreement.
1.2.5. "Data" shall mean all data and other information uploaded by Customer to a Product.
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1.2.6. "DGI Technology' shall mean DGI's proprietary technology, including, without limitation, DGI's
Services, software tools, hardware designs, algorithms, software (in source and object forms), user
interface designs, architecture, class libraries, objects and documentation (both printed and
electronic), know-how, trade secrets and any related intellectual property rights (whether owned by
DGI or licensed to DGI by a third party) and also including, without limitation, any derivatives,
improvements, enhancements and/or extensions of DGI Technology conceived, reduced to practice
and/or developed by DGI and/or any of DGI's licensors during the term of this Agreement.
1.2.7. "Products" shall mean the equipment, materials and/or other items sold and delivered to Customer
by DGI under this Agreement or a Proposal,
1.2.8. "Proposal" shall mean any written document submitted to Customer by DGI offering to perform
Services for or provide Products to Customer, which (i) refers to this Agreement, (ii) is subject to
acceptance by Customer pursuant to Section 2.2, and (iii) specifies the fees, Services and Products
for a particular project or phase thereof. A Proposal may, but need not be, in response to a formal
"request for proposal" from Customer.
1.2.9. "Service Commencement Date" shall mean the date DGI will begin providing the Services to
Customer as set forth in a Proposal.
1.2.10. "Services" shall mean the work, implementation, integration, consulting, training and/or other
services described in a Proposal and provided to Customer by DGI employees and/or subcontractors.
1.3. Orders by Affiliates; Joint and Several Liabilities. The Parties acknowledge that this Agreement enables
Customer, on behalf of itself or one or more of its Affiliates, and/or any of its Affiliates on such Affiliate's
own behalf, to request Proposals and to execute and deliver directly any Associated Contract, subject to
the terms of this Agreement. Customer shall designate to DGI in writing any and all Affiliates which are
entitle to request Proposals and to execute and deliver Associated Contracts hereunder. Each Associated
Contract executed and delivered by an Affiliate of Customer hereunder shall constitute an independent
contract between such Affiliate and DGI; provided that Affiliate and Customer shall be jointly and severally
liable for payment of fees, charges and other sums and performance under this Agreement and the
applicable Associated Contract. Customer acknowledges that execution and delivery of an Associated
Contract hereunder shall represent such Affiliate's independent acceptance of, and agreement to be
bound by, the terms and conditions of this Agreement. Whenever any Affiliate executes and delivers an
Associated Contract hereunder, all references to the term "Customer" as used herein and/or in such
Associated Contract shall mean Customer and such Affiliate, jointly and severally.
2. Services and Products.
2.1. Identification of Services and/or Products. The Products to be furnished from time to time by DGI to
Customer (or its Affiliate) and the Services to be provided from time to time by DGI to Customer (or its
Affiliate) shall be set forth and described in one or more Proposals which, when accepted pursuant to
Section 2.2, shall become Associated Contracts which shall be attached hereto from time to time and
incorporated herein by this reference. Each Associated Contract shall become binding and enforceable as
a separate contract between Customer and DGI, and shall incorporate therein and be subject to the terms,
provisions and conditions of this Agreement. Customer acknowledges and recognizes that DGI is not the
manufacturer of any Products purchased by Customer from DGI. In purchasing any Products, Customer
shall rely exclusively on the representations and warranties made by the manufacturer or supplier and on
the specifications and other information furnished by the manufacturer or supplier only and not on any
representation, warranty, statement, specification or other information furnished by DGI.
2.2. Creation of Associated Contract. The Parties acknowledge that, before a Proposal becomes an Associated
Contract binding upon either Party, it must be validly accepted by Customer and must include a Customer
Stocking Letter when professional services are performed at a DGI facility. Customer may create an
Associated Contract only by accepting a Proposal by (i) signing and delivering to DGI a counterpart of the
Proposal, subject to the terms and conditions of a separate "Designation of Authorized Purchasing Agent"
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agreement, (ii) signing and delivering to DGI any other written document that states that Customer or its
Affiliate accepts the Proposal, and/or (iii) by transmitting its acceptance by electronic transmission,
including, without limitation, email from an authorized representative of Customer. In order to be
effective, each form of acceptance referenced in the immediately preceding sentence must be given and
made without any accompanying conditions, qualifications, interlineations, addenda, supplements,
amendments and/or other changes to the pertinent Proposal and/or this Agreement. Any form of
acceptance that is given and made with conditions, qualifications, interlineations, addenda, amendments
and/or other changes to the Proposal shall be deemed a counteroffer and shall not be binding or
enforceable as an Associated Contract unless consented to in writing by DGI. Customer acknowledges that
an Associated Contract shall not be created by delivering a pre-printed form of purchase order to DGI if
such purchase order contains standard, pre-printed or other additional terms, provisions and/or conditions
that conflict with the Proposal and/or this Agreement. Any such additional terms, provisions and/or
conditions shall be null and void as between the Parties.
2.3. Effect of Acceptance. Customer's acceptance of a Proposal pursuant to Section 2.2 shall constitute
Customer's acceptance and confirmation of the binding nature of this Agreement and the terms, provisions
and conditions of the resulting Associated Contract.
2.4. Conflicts. If the terms, provisions and conditions of any Associated Contract expressly conflicts with any
term, provision or condition of this Agreement, the terms, provisions and conditions contained in the
Associated Contract shall prevail and be controlling.
3. Performance by DGI
3.1. Reasonable Commercial Efforts. Subject to Customer's compliance with the terms, provisions and
conditions of this Agreement and Customer's performance of its obligations under the Associated
Contract, DGI shall use reasonable commercial efforts to provide the Services to Customer and/or deliver
the Products to Customer, according to the terms, provisions and conditions of this Agreement and the
Associated Contract.
3.2. Changes to Scope. Changes to the scope, cost and/or schedule of the Services and/or Products contained
in an Associated Contract, including, without limitation, changes made to the previously-approved design
or layout of the project, changes which in DGI's sole discretion make the project a "rush" project, extensive
alterations, a change in the objectives of Customer and new work or Products requested by Customer
(collectively, "Changes"), are not effective or binding unless agreed upon by DGI and Customer in a written
instrument specifying the scope, schedule and price of such Changes, which instrument shall be deemed
to amend the Associated Contract. DGI shall not be bound to any Changes requested by Customer prior to
the mutual execution of such written instrument. DGI may stop all work relating to the Services, at the
expense of Customer, until the scope, schedule and price of such Changes are agreed upon in writing by
both parties. Customer acknowledges that DGI cannot change its allocation of personnel with less than
thirty (30) days written notice.
4. Term, Termination, Suspension and Extension.
4.1. Term. The term of this Agreement shall be effective as of the Effective Date and shall continue in effect
until terminated as provided herein. Each Associated Contract shall be effective as of the date Customer
accepts or is deemed to have accepted the pertinent Proposal and shall continue in effect until the earlier
of (i) the date that all Services and/or Products to be provided by DGI under the Associated Contract have
been provided, or (ii) the date either the Associated Contract or this Agreement is terminated as provided
herein.
4.2. Immediate Termination by Reason of Certain Events. Either Party may, by delivering written notice to
the other Party (a "Termination Notice"), immediately terminate this Agreement and all outstanding
Associated Contracts for cause if the other Party (i) is adjudicated insolvent, (ii) terminates or ceases its
business operations, (iii) makes an assignment for the benefit of its creditors, or (iv) is adjudicated bankrupt
or becomes the subject of dissolution, liquidation and/or bankruptcy proceedings, whether voluntarily or
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involuntarily. DGI may immediately terminate this Agreement by delivering a Termination Notice to
Customer if there is a merger, purchase, transfer or other acquisition of substantially all of Customer's
assets or a controlling interest in Customer.
4.3. Termination for Breach. Either Party may, by delivering a Termination Notice to the other Party, terminate
this Agreement and/or an Associated Contract for cause if such other Party is in breach of its obligations
under this Agreement and/or an Associated Contract and fails to cure such breach within thirty (30) days
after its receipt of written notice of such breach from the non-breaching Party or, if such breach cannot
reasonably be cured within such thirty (30) day period, the breaching Party fails to commence and
diligently pursue remedial steps to cure the breach within such thirty (30) day period.
4.4. Termination for Convenience. Customer may cancel the performance of Services by DGI at any time upon
thirty (30) days' prior written notice to DGI. In the event of cancellation, Customer shall pay, within ten
(10) days of DGI's demand therefor, DGI's reasonable and proper cancellation charges which shall include
(i) the cost of all Products ordered for it by DGI less credits provided by the Product vendor for any return,
(ii) a percentage of the price payable for Services to be performed reflecting the percentage of work
performed, and (iii) costs resulting from termination and the costs and expenses, including the costs and
expenses of DGI's personnel, in responding to and processing the cancellation. Any cancellation by
Customer shall relieve DGI of any liability or responsibility for Products delivered or Services performed
prior to the cancellation.
4.5. Extension or Suspension. In addition to the cancellation right set forth in Section 4.4, Customer shall have
the right to extend schedules or suspend the Services at any time, upon written notice to DGI. Any delay
in the performance by DGI of its obligations to Customer caused by Customer or its other contractors or
suppliers shall be treated as an extension. DGI shall resume the delivery of any suspended Services when
directed to do so by Customer. The delivery schedule and time for performance shall be extended for a
period reflecting the delay caused by an extension or suspension. DGI shall also be entitled to an
adjustment of all prices to cover reasonable stand-by fees and additional costs incurred by DGI by reason
of an extension or suspension.
5. Fees, Expenses and Payment.
5.1. Fees and Expenses. Customer shall pay to DGI the fees for Services and/or the purchase price for Products
as specified in each Associated Contract. Customer shall reimburse DGI for all reasonable travel and out-
of-pocket expenses incurred in connection with DGI's performance of the Services and/or delivery of the
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Products. Unless the applicable Associated Contract states otherwise, DGI may incur on behalf of Customer
(and Customer shall be liable for) expenses and charges imposed by third party vendors in performance of
the Services or obtaining the Products, and such expenses and charges are not or may not be included in
any fees quoted to Customer. Customer shall pay such expenses and charges in addition to the fees
specified in the Associated Contract and the expenses of DGI referenced in the first sentence of this
section. Customer's failure to pay all such fees, expenses and/or charges that are not the subject of a good-
faith dispute regarding which Customer has notified DGI in writing, shall constitute a material breach of
this Agreement and the applicable Associated Contract. If Customer is a signatory to this Agreement but
its Affiliate is signatory to an Associated Contract, both Customer and the Affiliate shall be jointly and
severally liable to DGI for payment and performance under this Agreement and the Associated Contract.
5.2. Time of Payment. Customer shall make payments to DGI as required under this Agreement and each
Associated Contract. Unless otherwise specified in an Associated Contract, Customer shall pay the full
amount of each invoice submitted by DGI within (30) days after its receipt, without setoff, counterclaim,
deduction, recourse or other defense.
5.3. Overdue Payments.
5.3.1. Late Payment Charge. Customer hereby acknowledges that late payment of invoiced amounts and
other sums due to DGI hereunder and/or under an Associated Contract will cause DGI to incur costs
not contemplated by this Agreement and/or the Associated Contract, the exact amount of which are
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and will be extremely difficult to ascertain. Such costs include, but are not limited to, processing, and
financing charges. Accordingly, unless otherwise stated in the applicable Associated Contract, if any
invoiced amount or any other sum due from Customer is not received by DGI by the date due,
Customer shall pay to DGI a late charge equal to five percent (5.0%) of such overdue amount. The
Parties acknowledge that such late charge represents a fair and reasonable estimate of the costs DGI t
will incur by reason of late payment by Customer.
5.3.2. Interest. In addition to any late charge assessed pursuant to Subsection 5.3.1 and unless otherwise
stated in the applicable Associated Contract, any invoiced amount or other sum due to DGI, if not
paid when due, shall bear interest from the date due until paid in full at the rate of 1.5% per month,
or, if less, at the highest rate permissible under Applicable Law, provided that interest shall not be
payable on late charges incurred by Customer.
5.3.3. No Default Cure. Payment of interest and/or late charges without payment in full of the delinquent
invoiced amount shall not excuse or cure any default by Customer hereunder and/or under any
Associated Contract. x
5.4. Frequency of Invoices. Unless otherwise stated in the applicable Associated Contract, DGI may bill
Customer from time to time as often as DGI deems necessary, in its discretion. If the applicable Associated
Contract specifies a flat fee for Services and/or Products, and unless otherwise stated in such Associated
Contract, such fee shall be considered earned by DGI and payable by Customer upon the earlier of (i)
delivery of the Products, or (ii) substantial performance of the Services.
5.5. Fee Estimates. If DGI provides any estimate of fees for work to be done at an hourly rate or rates, such
estimate shall not constitute a final statement of such fees and shall not be binding upon DGI. DGI does
not make, and hereby expressly disclaims, any representation and/or warranty that any such estimate will
correctly approximate the actual fees of DGI for such work.
5.6. Deposits. If a deposit is required under any Associated Contract, Customer shall, unless otherwise stated
in such Associated Contract, within two (2) business days after the effective date of the Associated
Contract, deliver such deposit to DGI. DGI may commingle any such deposit in the same account or
accounts with deposits from other customers and other funds of DGI. Any interest that may accrue on any
such deposit shall be the sole property of DGI, without credit to Customer against any fees or expenses
owed. All deposits shall be non-refundable unless otherwise indicated in the Associated Contract.
5.7. Taxes. Unless otherwise expressly stated in an Associated Contract, DGI's fees shall not include any direct
or indirect local, state, federal or foreign taxes, levies, duties and/or similar governmental assessments of
any nature, including, without limitation, value-added, use and withholding taxes (collectively, "Taxes").
Customer shall be solely liable and responsible for paying all Taxes associated with its purchases of Services
and/or Products hereunder, excluding any taxes based upon DGI's income or ownership of property. If DGI
has the legal obligation to pay or collect Taxes for which Customer is liable under this section, the
appropriate amount shall be invoiced to and paid by Customer, unless Customer timely provides DGI with
a valid tax exemption certificate authorized by the pertinent taxing authority.
6. Delivery, Title and Risk of Loss. DGI shall deliver all Products to Customer FOB destination. All transportation,
freight, handling and other shipping costs and charges are the responsibility of Customer. Title and risk of loss,
including title and risk of loss to the Products, including materials and equipment to be installed by DGI or used
and consumed by DGI in the performance of its installation obligations, if any, shall pass to Customer upon
delivery to the Customer FOB destination.
7. Certain Obligations of Customer.
7.1. Information. Customer shall furnish to DGI all information regarding its facilities, operations,
communication processes and systems, utilities, service providers and other aspects or matters reasonably
required by DGI to furnish the Products or perform the Services. Such information as Customer shall
furnish to DGI shall be deemed to be non-proprietary and non-confidential unless otherwise agreed in
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writing by Customer and DGI at the time the information is furnished. Customer acknowledges that any
Services to be provided by DGI are dependent on the accuracy and completeness of the information
provided by Customer (or made available by others to DGI at the request or direction of Customer) to DGI
and the knowledge and cooperation of the employees, contractors and other representatives appointed )
or designated by Customer to work with DGI.
7.2. Access. With respect to any Services to be performed by DGI at Customer's site, Customer shall make
those portions of such site on or with respect to which DGI shall perform Services and its access thereto
continuously available to DGI in an unobstructed and uninterrupted manner. DGI shall attempt to perform
the services to be performed by it within Customer's normal working hours; however, Customer recognizes
that the schedule for performance, the nature of work or the optimum time for performing the Services
may occur during other than normal working hours and in such event Customer shall provide DGI access
to the site during such non-normal working hours as DGI shall request. Customer shall also provide DGI
access to such of Customer's suppliers, contractors and employees and its resources at the site of the work
that DGI determines are incidental, useful or necessary for DGI to provide the Services.
7.3. Cooperation. Customer shall cooperate fully with DGI with respect to the delivery of Products and in the
performance of Services by DGI. Such cooperation shall include, but not be limited to, (i) timely responses
to inquiries made by DGI, (ii) timely responses to requests by DGI for approvals and authorizations, (iii)
providing DGI with local and remote computer access to Customer's computer and other systems and
access to information and materials in Customer's possession or subject to its control that may be
incidental, useful to or required by DGI in the performance of Services or with respect to the furnishing of
Products, and (iv) providing DGI such consents, approvals, rights, permits and licenses required by DGI to
access, use and modify data and third party products and programs. At such time as DGI begins work on
any computer or other system of Customer, Customer shall provide DGI with all applicable passwords and
other information required for DGI to access such system and perform Services thereon or with respect
thereto. DGI shall follow all reasonable security rules and procedures of Customer which are
communicated in writing by Customer to DGI from time to time.
7.4. Government Authorizations. Customer shall, at its cost and expense, obtain all federal, state and local
governmental permits, licenses, approvals and other authorizations required with respect to or for the
performance of any of the Services at its facilities.
7.5. Export Control Laws, Products delivered by DGI and the products and systems of the Customer on or with j
respect to which DGI performs Services are intended for use within the United States. If Customer exports
or intends to export any of such Products or systems, or any part thereof, Customer shall be responsible
and liable for, at Customer's cost and expense, compliance with all export control laws of the United States.
Customer further recognizes that software programs embedded in Products and systems worked on by
DGI may be encrypted or contain encryption capabilities which are subject to such laws and the foregoing
obligations of Customer.
8. Proprietary Rights.
8.1. Restrictions. Customer shall not, and shall not permit any third party to, (i) modify, copy and/or create
derivative works based on any Products and/or Services supplied by DGI hereunder or under any
Associated Contract, (ii) frame or mirror any content forming part of any Products, other than on
Customer's own Network or otherwise for its own internal business purposes, (iii) reverse engineer, de-
compile, dissemble and/or otherwise attempt to discover the source code of any Products, and/or (iv)
access any Products in order to build a competitive product or service, or copy any ideas, features,
functions and/or graphics of the Products.
8.2. DGI Intellectual Property. As between DGI and Customer, and subject to the limited rights expressly
granted hereunder and/or under any Associated Contract, DGI reserves any and all rights, titles and
interests it may have in and to the Products, the Services and DGI Technology, including, without limitation,
all related patent, copyright, trademark and other intellectual property rights, whether owned by or
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licensed to DGI. No rights are granted to Customer hereunder and/or under any Associated Contract other
than as expressly set forth herein and/or in the applicable Associated Contract. To the extent legally
permissible, DGI shall own all rights, titles and interests, including, without limitation, all intellectual
property rights, in and to any improvements to the Products (including, without limitation, those relating
to any new programs, upgrades, modifications, refinements and/or enhancements (collectively,
"Improvements"), developed by or for DGI in connection with providing any Products or Services to
Customer, even when such Improvements result from Customer's request. To the extent, if any, that
ownership of such Improvements does not automatically vest in DGI by reason of this Agreement or
otherwise, Customer hereby assigns and transfers to DGI any and all rights, titles and interests that
Customer may have in or to the Improvements.
8.3. Customer's intellectual Property. As between Customer and DGI, Customer exclusively owns all rights,
titles and interests in and to all Data and Customer Technology. All content created by, or by DGI for,
Customer during performance of any Services, including, without limitation, templates, links, linkages,
images, graphs and photos (collectively, "Work Product"), and all Customer Technology, shall be the sole
and exclusive property of Customer. DGI shall not use the same Work Product created for Customer under f
this Agreement and an Associated Contract and/or any Customer Technology for another DGI customer;
provided, however, that nothing in the preceding clause shall be interpreted to preclude DGI from using
the same functionality, format, code, design, concept, workflow, integration or other idea represented in 3
the Work Product.
9. Warranties and Disclaimers.
9.1. Mutual Warranties of Authority. Each Party represents and warrants that (i) it has the legal power to
enter into this Agreement, (ii) the signatory hereto has the authority to bind it, (iii) when executed and
delivered, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable
according to its terms, and (v) when executed and delivered, each Associated Contract will constitute the
legal, valid and binding obligation of such Party, enforceable according to its terms.
i
9.2. Customer Warranties. Unless and to the extent otherwise expressly stated in an Associated Contract,
Customer hereby represents and warrants to and for the benefit of DGI that, as of the Effective Date and
the effective date of each Associated Contract, (i) the Data does not and will not infringe on any copyright,
patent, trade secret and/or other proprietary right held by any third party and was not and will not be
compiled or used by Customer in any manner that violates Applicable Law, and (ii) Customer will not use
any Product in a manner that violates Applicable Law.
9.3. DGI Warranties. Unless and to the extent otherwise expressly stated in an Associated Contract, DGI hereby
represents and warrants to and for the benefit of Customer that, as of the Effective Date and the effective
date of each Associated Contract, (i) DGI owns and will own, or otherwise has or will have sufficient rights
(whether by license or otherwise) in, all Products delivered to Customer under any Associated Contract,
and (ii) all Services provided or to be provided hereunder and/or under any Associated Contract will be
performed in a professional and workmanlike manner.
9.4. Disclaimer as to Products. As referenced herein, DGI is not the manufacturer of any Products purchased
by Customer from DGI. In purchasing any Products, Customer will be relying exclusively on the
representations and warranties made by the manufacturer or supplier and on the specifications and other
information furnished by the manufacturer or supplier only and not on any representation, warranty,
statement, specification or other information furnished by DGI. The only warranties offered are those of
the manufacturer or supplier of the Products furnished. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN AND/OR IN ANY ASSOCIATED CONTRACT; AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, DGI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE PRODUCTS AND SERVICES, WHETHER
EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING AND/OR COURSE OF
PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. DGI
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DOES NOT AND SHALL NOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY
RECEIVING ANY SERVICES FROM DGI OR USING ANY PRODUCTS SUPPLIED BY DGI. NO REPRESENTATION
OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING
CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF ANY PRODUCTS NOT CONTAINED IN THIS
AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY DGI. CUSTOMER EXPRESSLY WAIVES ANY CLAIM
THAT IT MAY HAVE AGAINST DGI BASED ON THE FAILURE OF ANY PRODUCTTO PERFORM AS REPRESENTED
OR WARRANTED BY THE MANUFACTURER OR SUPPLIER OR TO COMPLY WITH THE SPECIFICATIONS,
PERFORMANCE CRITERIA AND OTHER WRITTEN INFORMATION FURNISHED BY THE MANUFACTURER OR
SUPPLIER WITH RESPECT TO THE PRODUCT OR ON ANY PRODUCT LIABILITY OR INFRINGEMENT OR
ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER
INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY PRODUCT. EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN AND/OR IN ANY ASSOCIATED CONTRACT, AND TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, DGI HEREBY FURTHER DISCLAIMS ANY OTHER WARRANTY OF ANY KIND, WHETHER
STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, SHALL BE APPLICABLE TO THE SERVICES
PROVIDED BY DGI.
9.5. Survival. Notwithstanding the termination or the expiration of this Agreement and/or the performance of
any Associated Contract, the warranties set forth in this article with respect to any Product delivered
and/or Services performed shall extend for a period of one year after such termination, expiration, delivery
of such Product and/or completion of such Services.
10. Limitation of Liability.
10.1. Limited Liability. IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT AND/OR ANY PROPOSAL ACCEPTED HEREUNDER, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE SUMS PAID BY
CUSTOMER IN THE TWELVE (12) CALENDAR MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL CUSTOMER'S LIABILITY TO DGI BE LESS THAN THE SUM
OF ALL OUTSTANDING FEES AND EXPENSES OWED BY CUSTOMER AND ANY OF ITS AFFILIATES PLUS ALL
INTEREST, LATE CHARGES AND COLLECTION COSTS ASSOCIATED THEREWITH. NOTWITHSTANDING THE
FOREGOING, CUSTOMER'S EXCLUSIVE REMEDY, AND DGI'S ENTIRE LIABILITY, FOR ANY BREACH OF THE
WARRANTIES IN ARTICLE 9.0 WITH RESPECTTO SERVICES SHALL BE LIMITED TO RE-PERFORMANCE OF THE
SERVICES; PROVIDED, THAT CUSTOMER HAS NOTIFIED DGI WITHIN THIRTY (30) DAYS OF THE DISCOVERY
OF ANY DEFICIENCIES IN THE SERVICES WHICH DO NOT CONFORM TO THE WARRANTY REQUIREMENTS.
DGI SHALL AT ITS EXPENSE MAKE SUCH CORRECTIONS AND MODIFICATIONS IN THE SERVICES PERFORMED
BY DGI AS MAY BE REQUIRED. DGI'S LIABILITY FOR DEFICIENCIES IN SERVICES PROVIDED BY IT SHALL BE
LIMITED TO DEFICIENCIES WHICH ARE DISCOVERED WITHIN ONE YEAR FROM THE DATE OF COMPLETION
OF SUCH SERVICES AND WHICH RESULT FROM DGI'S FAILURE TO OBSERVE AND ADHERE TO THE
WARRANTY STANDARDS. DGI'S LIABILITY SHALL BE FURTHER LIMITED TO THE CORRECTION OF SUCH
DEFICIENCIES TO THE EXTENT OF 100% OF THE COMPENSATION PAID OR PAYABLE TO DGI FOR THE
PERFORMANCE OF SUCH SERVICES AND SHALL BE SUBJECTTO ANY OTHER PROVISIONS OF THESE TERMS
AND CONDITIONS LIMITING THE LIABILITY OF DGI.
10.2. Exclusion of Consequential and Similar Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY AND/OR
SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS AND LOSS OF GOODWILL), WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR UNDER ANY
OTHERTHEORY OF LIABILITY, WHETHER OR NOTTHE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
11. Miscellaneous Provisions.
11.1. Force Majeure. A Party shall not be liable for nonperformance or delay in performance hereunder (other
than performance of obligations regarding payment of money) caused by any event reasonably beyond
8 v1.17
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DEVELOPMENT
BUILD A BETTER NETWORK
the control of such Party, including, without limitation, wars, hostilities, revolutions, riots, civil commotion,
national emergency, strikes, lockouts, slowdowns, unavailability of supplies, delays in transportation,
accidents, disruptions, delay or failure to act by any vendor or supplier (including, without limitation, a
supplier of Products or any supplier of services, including utility services, to Customer), Product
unavailability or scarcity, epidemics, fire, flood, severe weather, earthquake, force of nature, theft,
vandalism, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order or
failure to act of any court, government, governmental agency or quasi-governmental agency. The time for
performance shall be extended for a period equal to the time lost by reason of the delay.
11.2. Entire Agreement. This Agreement and any Associated Contract supersede and take precedence over any
and all other agreements regarding the matters contained herein between the Parties. This Agreement
and any Associated Contract shall not be amended, modified or supplemented except by a written
instrument signed by both Parties.
11.3. Assignment. This Agreement shall not be assigned by either party without the prior written consent of
the other party, which shall not be unreasonably withheld, provided however, that either party may,
without the prior consent of the other, assign all of its rights under this Agreement to (i) a purchaser of all
or substantially all assets related to this Agreement, or (ii) a third party participating in a merger,
acquisition, sale of assets or other corporate reorganization in which either party is participating. Any
attempt to assign this Agreement in violation of this provision shall be void and of no effect. This
Agreement shall bind and insure to the benefit of the parties and their respective successors and permitted
assigns.
11.4. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State
of California, without regard to its conflicts of law provisions.
11.5. Severability. If, for any reason, any term or provision contained in this Agreement shall be held to be
unenforceable, it shall be deemed fully severable, and the rest of this Agreement shall continue in full force
and effect.
11.6. Waiver. Waiver by one Party of the performance of any covenant, condition or promise shall not invalidate
this Agreement, nor shall it be considered to be a continuing waiver of such covenant, condition or
promise, or a waiver by such Party of any other covenant, condition or promise hereunder. All waivers
must be in writing in order to be enforceable.
11.7. Binding Effect. The terms, conditions and covenants herein contained shall bind and inure to the benefit
of Customer (and, as applicable, its Affiliates) and DGI, and their respective heirs, successors, legal
representatives, administrators and permitted assigns.
11.8. No Party Deemed Drafter. If there is a dispute between the Parties over the meaning of this Agreement
and/or any Associated Contract, no Party shall be deemed to have been the drafter hereof or thereof, and
the principle of law that contracts are construed against the drafter shall not apply.
11.9. Holidays. In the event any date for performance of any obligation or the giving of any notice pursuant to
this Agreement occurs on a federal or California state holiday or on a Saturday or Sunday, then the next
business day shall be deemed the applicable date for performance or notice.
11.10. Relationship of the Parties. Both Parties are independent contractors under this Agreement.
Nothing contained in this Agreement is intended nor is it to be construed so as to constitute Customer and
DGI as partners, agents or joint ventures with respect to this Agreement and/or any Associated Contract.
Neither Party hereto shall have any express or implied right or authority to assume or create any
obligations on behalf of or in the name of the other Party or to bind the other Party to any contract,
agreement or undertaking with any third party.
11.11. Use of Party's Name. No right, express or implied, is granted by this Agreement to either Party to
use in any manner the name of the other Party or any trade name or trademark of the other in connection
with the performance of this Agreement or otherwise.
9 v1.17
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BUILD A BETTER NETWORK
11.12. Further Assurances. Each Party shall execute, acknowledge and deliver such further instruments,
and do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent
of this Agreement.
11.13. Attorneys' Fees. In the event of any default by either Party of its respective obligations hereunder,
such Party shall reimburse the other Party upon demand for any costs or expenses the non-defaulting Party
incurs as a result thereof whether or not suit is commenced or judgment is entered. Such costs shall
include, without limitation, attorneys' fees and costs incurred for the negotiation of a settlement,
preparation of a notice of default, enforcement of rights or otherwise. Furthermore, if any action to
enforce the terms of this Agreement is commenced, the prevailing Party shall be entitled to an award of
its attorneys' fees and costs.
11.14. Counterparts. This Agreement and any Associated Contract may be executed in several =
counterparts and all so executed shall constitute one Agreement and Associated Contract, binding on the
Parties even though all Parties are not signatories to the original or the same counterpart. The execution
pages of counterparts may be attached to any one copy of the Agreement and/or such Associated Contract
to form a single, complete document. The transmission of a signed copy of this Agreement or an
Associated Contract via facsimile or e-mail shall constitute execution and delivery hereof, provided the
Parties shall deliver original ink-signed counterparts as soon as reasonably possible thereafter.
[Remainder of page intentionally left blank. Signature page follows.]
I
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BUILD A BETTER NETWORK
IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.
CUSTOMER: DGI:
City of Ashland, political subdivision of the State of DEVELOPMENT GROUP, INC., a California corporation
Oregon
By; By: p
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Printed Name: ~ • Printed Name: ;s
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Date: Date: LA-ILA-7016
€
EXHIBIT A: Quote #9334 (WSCA - NVP#AR233
Participating Addendum for Oregon #4723
EXHIBIT B: State of Utah - State Cooperative Contract #AR233
EXHIBIT C: Participating Addendum No. 4723
EXHIBIT D: Awards/Agreements: Cisco Systems, Inc.
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Ashland City Attomey
11 v1.17
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Quote #9334
development group, inc
Company: Requested By: Proposal Description: Development
CITY OF Dan Hendrix City of Ashland Group, Inc.
ASHLAND Sr. Network Engineer I Network Refresh PO Box 991484
Information Security Officer Redding, CA
96099-1484
Phone: (530)
229-0071
Fax: (530)
248-3415
Bill To: Ship To: Sold To:
CITY OF ASHLAND CITY OF ASHLAND CITY OF ASHLAND
90 N MOUNTAIN AVE 90 N MOUNTAIN AVE 90 N MOUNTAIN AVE
ATTN: ACCOUNTS PAYABLE ATTN: ACCOUNTS PAYABLE ATTN: ACCOUNTS PAYABLE
ASHLAND, OR 97520-2014 ASHLAND, OR 97520-2014 ASHLAND, OR 97520-2014
Created: 3/16/2016 Account Manager: jjones Payment Terms:
Expires: 4/16/2016 Systems Engineer: swinsick Net 30
Version: 1
Project:
Line Qty Product SMARTnet Unit Ext'd Price Tax
No Price
Cisco 3850 12 Port - 24X7X4 Smartnet
WS-C3850-12XS-S SMARTnet
2 1 Cisco Catalyst 3850 12 Port 10G Fiber 24x7x4 6,480.00 6,480.00 T
Switch IP Base
3 1 S3850UK9-37E 0.00 0.00 T
CAT3850 Universal k9 image
4 1 CAB-TA-NA 0,00 0.00 T
North America AC Type A Power Cable
5 1 STACK-T1-50CM 0.00 0.00 T
50CM Type 1 Stacking Cable
CAB-SPW R-30CM
6 1 Catalyst 3750X and 3850 Stack Power Cable 0.00 0.00 T
30 CM
Line Qty Product SMARTnet Unit Ext'd Price Tax
No Price
7 1 C3850-NM-BLANK Included T
Cisco Catalyst 3850 Network Module Blank
3
8 1 PWR-C1-350WAC Included T
350W AC Config 1 Power Supply
9 1 PWR-CI-BLANK
Config 1 Power Supply Blank Included T
Cisco 296OX 48 port switch
I
WS-C2960X-48FPS-L i
F
11 3 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 3,165.60 9,496.80 T
SFP, LAN Base
12 3 CAB-16AWG-AC 0.00 0.00 T
AC Power cord, 16AWG
Cisco 2960X - 8X5XNBD Smartnet
WS-C2960X-48FPS-L SMARTnet
14 1 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 8x5xNBD 3,165.60 3,165.60 T
SFP, LAN Base
15 1 CAB-16AWG-AC 0.00 0.00 T
AC Power cord, 16AWG
Cisco 2960X 24 port switch
17 3 CAB-16AWG-AC 0.00 0.00 T
AC Power cord, 16AWG
WS-C2960X-24PS-L
18 3 Catalyst 2960-X 24 GigE PoE 370W, 4 x 1G 1,533.60 4,600.80 T
SFP, LAN Base
Cisco Stacking Module
C2960X-STACK=
20 2 Catalyst 2960-X FlexStack Plus Stacking 573.60 1,147.20 T
Module optional
21 2 CAB-STK-E-0.5M 0.00 0.00 T
Cisco FlexStack 50cm stacking cable
Cisco 3850 48 Port Switch - 24X7X4 Smartnet
23 2 WS-C3850-48P-S SMARTnet 6,240.00 12,480.00 7
Cisco Catalyst 3850 48 Port PoE IP Base 24x7x4
24 2 S385OUK9-32-OSE Included T
CAT3850 UNIVERSAL
25 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable F
26 2 STACK-Ti-50CM 0.00 0.00 T
50CM Type 1 Stacking Cable
Line Unit
No Oty Product SMARTnet Price Ext'd Price Tax
CAB-SPWR-30CM
L27 2 Catalyst 3750X and 3850 Stack Power Cable 0.00 0.00 T
30 CM
28 2 C3850-NM-BLANK Included T
Cisco Catalyst 3850 Network Module Blank
29 2 PWR-C1-715WAC Included T
715W AC Config 1 Power Supply
30 2 PWR-CI-BLANK Included T
Config 1 Power Supply Blank
Cisco 3850 24 Port Switch
32 2 WS-C3850-24P-S 3,504.00 7,008.00 T
Cisco Catalyst 3850 24 Port PoE IP Base
33 2 S385OUK9-32-OSE Included T
CAT3850 UNIVERSAL
34 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
35 2 STACK-T1-50CM 0.00 0.00 T
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
36 2 Catalyst 375OX and 3850 Stack Power Cable 0.00 0.00 T
30 CM
37 2 C3850-NM-BLANK Included T
Cisco Catalyst 3850 Network Module Blank
38 2 PWR-C1-715WAC Included T
715W AC Config 1 Power Supply
39 2 PWR-CI-BLANK Included T
Config 1 Power Supply Blank
Cisco Network Module
C3850-NM-4-1G-
41 5 Cisco Catalyst 3850 4 x 1 GE Network 240.00 1,200.00 T
Module
Cisco Power Supply
43 2 PWR-C1-1100WAC= 720.00 1,440.00 T
1100W AC Config 1 Power Supply
44 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
Cisco 3560 8 Port Switch
46 2 WS-C3560CX-8PC-S 813.60 1,627.20 T
Cisco Catalyst 3560-CX 8 Port PoE IP Base
Line City Product SMARTnet Unit Ext'd Price Tax
No Price
47 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
Cisco 3B50 48 Port Switch - 8X5XNBD Smartnet
49 2 WS-C3850-48P-S SMARTnet 6,240.00 12,480.00 T
Cisco Catalyst 3850 48 Port PoE IP Base 8x5xNBD
50 2 S385OUK9-32-OSE Included T
CAT3850 UNIVERSAL
51 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
52 2 STACK-T1-50CM Q.00 0.00 T
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
53 2 Catalyst 3750X and 3850 Stack Power Cable 0.00 0.00 T
30 CM
54 2 C3850-NM-BLANK Included T
Cisco Catalyst 3850 Network Module Blank
55 2 PWR-C1-715WAC Included T
715W AC Config 1 Power Supply
56 2 PWR-CI-BLANK Included T
Config 1 Power Supply Blank
Cisco 3850 48 Port Switch -no smartnet
58 2 WS-C3850-48P-S 6,240.00 12,480.00 T
Cisco Catalyst 3850 48 Port PoE IP Base
59 2 S385OUK9-32-OSE Included T
CAT3850 UNIVERSAL
60 2 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
61 2 STACK-T1-50CM 0.00 0.00 T
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
62 2 Catalyst 375OX and 3850 Stack Power Cable 0.00 0.00 T
30 CM
63 2 C3850-NM-BLANK Included T
Cisco Catalyst 3850 Network Module Blank
64 2 PWR-C1-715WAC Included T
715W AC Config 1 Power Supply
65 2 PWR-CI-BLANK Included T
Config 1 Power Supply Blank
Fire Station 2
Line Unit
Linn Qty Product SMARTnet Price Ext'd Price Tax
WS-C2960XR-48LPD-1
67 1 Catalyst 2960-XR 48 GigE PoE 370W, 2 x 4,845.60 4,845.60 T
10G SFP+, IP Lite
68 1 CAB-TA-NA 0.00 0.00 T
North America AC Type A Power Cable
C2960X-STACK=
69 2 Catalyst 2960-X FlexStack Plus Stacking 573.60 1,147.20 T
Module
70 2 CAB-STK-E-0.5M 0.00 0.00 T
Cisco FlexStack 50cm Stacking Cable
Subtotal $79,598.40
Handling $2.00
Sales Tax Tax
Exempt
SMARTnet $5,431.50
Professional $0.00
Services
Shipping $0.00
Total $85,031.90
Notes
WSCA Information
NVP #AR233 (14-19) Participating Addendum far-rA7-id-7n-Pa
Contract Start Date: 9/23/2014
Contract Duration: 5 years
Payment, Delivery, and other items:
• This proposal is incorporated into the Master Work Contract labeled "AGREEMENT FOR PURCHASE OF
PRODUCTS AND/OR SERVICES"
• Unopened products can be returned within 30 days of delivery to the Owner or DGI (if shipped there for installation
and preparation). Open products cannot be returned. Owner shall be responsible for all shipping costs.
• This quote assumes that all work will be performed during standard business hours.
• DGI was able to obtain special discount pricing from Cisco for your proposal. It may not be possible to obtain the
same level of discount for future orders.
• If quote expires, it may be necessary to re-quote materials due to pricing changes.
Acceptance:
• I authorize the foregoing statement of work and direct DGI to immediately begin the fulfillment thereof:
"CUSTOMER" Date
Quote #9334
development group, inc
Company & Payment Information
Mailing Address Office Locations
Development Group, Inc. Development Group, Inc. Development Group, Inc.
PO Box 991484 6704 Lockheed Dr 3560 National Dr, Ste 104
Redding, CA 96099-1484 Redding, CA 96002 Medford, OR 97504
Phone: (530) 229-0071
Fax: (530) 248-3415
Payment Wire Transfer
Information Information
International Wire Transfer
Development Group, Inc. Domestic Wire Transfer (U.S.) Wire Routing Transit Number:
32880 Collections Center Wire Routing Transit Number 026009593
Dr (RTN): 026009593 SWIFT Code: BOFAUS3N
Chicago, IL 60693 Bank Name: Bank of America Bank Name: Bank of America
City, State: Chicago, IL City, State: Chicago, IL
Federal Tax ID: Account Number: 8188065595 Account Number: 8188065595
26-3740919 Title of Account: DEVELOPMENT Title of Account:
GROUP INC DEVELOPMENT GROUP INC
Note: All wire transfers must be made in US Dollars
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Quote #9334
development group, inc
Cisco SMARTnet Proposed Service Details
Service Product Customer
Qty Product Number Service Level Number Term Price
Cisco 3850 12 Port - 24X7X4 Smartnet
WS-C3850-12XS-S SMARTnet 24x7x4 CON-SNTP- 1
1 Cisco Catalyst 3850 12 Port 1 oG Fiber Switch (SNTP) WSC3851 X Year 1,225.80
I P Base
1 S3850UK9-37E NONE 0.00
CAT3850 Universal k9 image
1 CAB-TA-NA NONE 0.00
North America AC Type A Power Cable
1 STACK-T1-50CM NONE 0.00
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
1 Catalyst 3750X and 3850 Stack Power Cable NONE 0.00
30 CM
1 C3850-NM-BLANK NONE Included
Cisco Catalyst 3850 Network Module Blank
1 PWR-C1-350WAC NONE Included
350W AC Config 1 Power Supply
1 PWR-CI-BLANK NONE Included
Config 1 Power Supply Blank
Cisco 2960X 48 port switch
WS-C2960X-48FPS-L
3 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G NONE 0.00
SFP, LAN Base
3 CAB-16AWG-AC NONE 0.00
AC Power cord, 16AWG
WS-C2960X-48FPS-L SMARTnet 8x5xNBD CON-SNT- 1
1 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G (SNT) WSC294SL Year 373.50
SFP, LAN Base
Cisco 296OX - 8X5XNBD Smartnet
1 CAB-16AWG-AC NONE 0.00
AC Power cord, 16AWG
Cisco 2960X 24 port switch
WS-C2960X-24PS-L
3 Catalyst 2960-X 24 GigE PoE 370W, 4 x 1G NONE 0.00
SFP, LAN Base
CAB-16AWG-AC
3 AC Power cord, 16AWG NONE 0.00
Cisco Stacking Module
C296OX-STACK=
2 Catalyst 2960-X FlexStack Plus Stacking NONE 0.00
Module optional
CAB-STK-E-0.5M
2 Cisco FlexStack 50cm stacking cable NONE 0.00
Cisco 3850 48 Port Switch - 24X7X4 Smartnet
WS-C3850-48P-S SMARTnet 24x7x4 CON-SNTP- 1
2 Cisco Catalyst 3850 48 Port PoE IP Base (SNTP) WSC388PS Year 2,358.00
S385OUK9-32-OSE
2 NONE Included
CAT3850 UNIVERSAL
CAB-TA-NA
2 North America AC Type A Power Cable NONE 0.00
STACK-T1-50CM
2 50CM Type 1 Stacking Cable NONE 0.00
CAB-SPWR-30CM
2 Catalyst 375OX and 3850 Stack Power Cable NONE 0.00
30 CM
C3850-NM-BLANK
2 NONE Included
Cisco Catalyst 3850 Network Module Blank
PWR-C1-715WAC
2 NONE Included
715W AC Config 1 Power Supply
PWR-CI-BLANK
2 NONE Included
Config 1 Power Supply Blank
Cisco 3850 24 Port Switch
WS-C3850-24P-S
2 Cisco Catalyst 3850 24 Port PoE IP Base NONE 0.00
S385OUK9-32-OSE
2 NONE Included
CAT3850 UNIVERSAL
CAB-TA-NA
2 North America AC Type A Power Cable NONE 0.00
STACK-T1-50CM
2 50CM Type 1 Stacking Cable NONE 0.00
CAB-SPWR-30CM
2 Catalyst 3750X and 3850 Stack Power Cable NONE 0.00
30 CM
C3850-NM-BLANK
2 NONE Included
Cisco Catalyst 3850 Network Module Blank
PWR-C1-715WAC
2 NONE Included '
715W AC Config 1 Power Supply
PWR-CI-BLANK
2 NONE Included t
Config 1 Power Supply Blank
I
f
Cisco Network Module
i
i
i
5 C3850-NM-4-1 G= NONE 0.00
Cisco Catalyst 3850 4 x 1 G E Network Module
Cisco Power Supply
2 PWR-C1-1100WAC= NONE 0.00
1100W AC Config 1 Power Supply
2
2 CAB-TA-NA NONE 0.00
North America AC Type A Power Cable
Cisco 3560 8 Port Switch
2 WS-C3560CX-8PC-S NONE 0.00
Cisco Catalyst 3560-CX 8 Port PoE IP Base
2 CAB-TA-NA NONE 0.00
North America AC Type A Power Cable
Cisco 3850 48 Port Switch - 8X5XNBD Smartnet
2 WS-C3850-48P-S SMARTnet 8x5xNBD CON-SNT- 1 1,474.20
Cisco Catalyst 3850 48 Port PoE IP Base (SNT) WSC388PS Year
2 S3850UK9-32-OSE NONE Included
CAT3850 UNIVERSAL
2 CAB-TA-NA NONE 0.00
North America AC Type A Power Cable
2 STACK-T11-50CM NONE 0.00
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
2 Catalyst 3750X and 3850 Stack Power Cable NONE 0.00
30 CM
C3850-NM-BLANK
2 NONE Included
Cisco Catalyst 3850 Network Module Blank
2 PWR-C1-715WAC NONE Included
715W AC Config 1 Power Supply
PWR-CI-BLANK
2 NONE Included
Config 1 Power Supply Blank
Cisco 3850 48 Port Switch -no smartnet
2 WS-C3850-48P-S NONE 0.00
Cisco Catalyst 3850 48 Port PoE IP Base
2 S385OUK9-32-OSE NONE Included
CAT3850 UNIVERSAL
2 CAB-TA-NA NONE 0.00
North America AC Type A Power Cable
2 STACK-T1-50CM NONE 0.00
50CM Type 1 Stacking Cable
CAB-SPWR-30CM
2 Catalyst 3750X and 3850 Stack Power Cable NONE 0.00
30 CM
C3850-NM-BLANK
2 NONE Included
Cisco Catalyst 3850 Network Module Blank
PWR-C1-715WAC
2 NONE Included
715W AC Config 1 Power Supply
2 PWR-CI-BLANK NONE Included
Config 1 Power Supply Blank
Fire Station 2
WS-C2960XR-48LPD-1
1 Catalyst 2960-XR 48 GigE PoE 370W, 2 x 1 oG NONE 0.00
SFP+, IP Lite
CAB-TA-NA
1 North America AC Type A Power Cable NONE 0.00
C2960X-STACK=
2 Catalyst 2960-X FlexStack Plus Stacking NONE 0.00
Module
CAB-STK-E-0.5M
2 Cisco FlexStack 50cm Stacking Cable NONE 0.00
SMARTnet Subtotal $5,431.50
Resolve network problems rapidly with direct, anytime access to Cisco
experts and hardware replacement matched to your needs.
When Minutes Matter, Depend on Cisco SMARTnet Service to
Deliver The Value of Cisco Support
As networks evolve and critical business processes, system, and ,We have maintenance
services are added, the consequences of downtime increase contracts with multiple vendors
dramatically. When a problem occurs that can disrupt business and Cisco is the most
continuity, IT departments are under intense pressure to resolve the responsive of them all. When
issue as quickly as possible before it can affect the business. Cisco we have a network issue, we
SMARTnet Service facilitates rapid problem resolution and improves count on their four-hour
operational efficiency through a combination of expert troubleshooting response time to have the
assistance, online tools, and flexible device coverage options. You problem resolved."
experience the benefits of greater network availability while reducing
operating costs. -Thuan Nguyn, Director of Information
Move quickly with Anytime Access to Cisco Expertise and Technology
Resources Kent School District
Cisco SMARTnet Service is an award-winning technical support
service that gives your IT staff direct, anytime access to Technical Assistance Center (TAC) engineers and Cisco.com
resources. You receive the fast, expert response and the dedicated accountability you require to resolve critical network
issues.
Cisco SMARTnet Service provides the following device-level support:
• Global access 24 hours a day, 365 days a year to specialized engineers in the Cisco TAC.
• Anytime access to the extensive Cisco.com online knowledge base, resources, and tools.
• Hardware replacement options include 2-hour, 4-hour, Next-business-day (NBD) advance replacement, as well as
Return for Repair (RFR).
• Ongoing operating system software updates, including both minor and major releases within your licensed feature
set.
• Proactive diagnostics and real-time alerts on select devices with Smart Call Home.
In addition, Cisco SMARTnet Onsite Service is an option that provides a field engineer to install replacement parts at your
location and help ensure that your network operates at the highest levels.
Connect Directly to the Network Experts at Cisco
When a network problem is affecting business-critical systems, you Facts About TAC Engineers
want fast access to technology experts with experience in diagnosing
the toughest problems. Cisco SMARTnet Service connects you directly .Thousands of expert networking
to the Cisco TAC, staffed by Cisco professionals certified in a broad technologists with specialized
range of Cisco foundational and advanced technologies. The Cisco certifications
TAC employs a sophisticated system that automatically routes your .More than 500 engineers with CCIE
service request to the appropriate technology team and automatically
escalates your case to the next level of support if it is not resolved certifications
within a specified time frame. • Average more than five years of
technical support experience
The Cisco TAG is available 24 hours a day, 365 days a year around the . Computer science/electrical
world, with support available in local languages. If your assigned TAG engineering degrees
engineer changes for any reason before your service request is
resolved, a personal handoff is completed between all parties to
provide service continuity through issue resolution. You can interact with Cisco TAC engineers in a way that is most
convenient and useful for you, including email, telephone, web-based collaboration, and even a state-of-art, face-to-face
discussion using Cisco WebEx collaboration. Live chat is ready to help you through a service request submission, and
online video collaboration is the perfect option for a virtual troubleshooting session.
To confirm the right remediation action, Cisco engineers can test solutions in a laboratory environment that simulates your
network. These simulation labs are equipped with Cisco device and technology solutions so that an engineer can accurately
mirror a customer IT configuration to make sure a proposed solution will solve your problem. Throughout a TAG
engagement the goal of every Cisco engineer is to use the best resources at hand to solve your issues and empower your
staff through active knowledge transfer.
Gain Critical Insight with Embedded Diagnostics
With the Smart Call Home feature of the Cisco SMARTnet Service, you get proactive, detailed diagnostics and real-time
alerts on core network devices to help you identify and resolve issues even more quickly, conserving valuable staff time and
improving network availability. Smart Call Home is available on call home-capable devices, such as the Cisco Catalyst 6500
Series Switches. Devices equipped with the call home technology continuously monitor their own health and automatically
notify you of potential issues using encrypted, authenticated transmissions. If a serious problem arises, Smart Call Home
automatically generates a service request with the Cisco TAG that is routed to the right team for your particular problem.
Cisco is adding the call home capability to many of its current and new products over time. Visit http://www.cisco.com
/coo/smartcall to see the latest list of call home-enabled Cisco products.
Extract More Value from Your Network with Online OS Updates
Protect your investment and extend the life of your network with anytime, online access to the latest operating system
software updates within your licensed feature set. Rather than purchase OS software updates individually, a support
contract saves you time and money by covering the cost of updates, including both minor and major releases within your
licensed feature set. These updates enhance your existing equipment with the latest features such as advanced security,
regulatory compliance, and greater network capacity, potentially adding years of service and improved performance to your
network.
The Cisco SMARTnet Service includes a personalized Software Advisor, available through the Cisco.com web portal, to
keep you advised about which new software releases are available for your Cisco network devices. Users download
millions of copies of operating system and application software each month. However, only Cisco customers with support
contracts are authorized to access the software-related tools on the Cisco.com portal to help identify the latest versions of
OS and applications for their equipment, troubleshoot software bugs, and migrate to the most current software features.
New OS features enable greater network capacity, advanced security, and regulatory compliance as well as better
interoperability. In addition, greater business value is achieved through innovative technology enhancements that provide
increased business productivity and customer satisfaction. With up-to-date software, your business will be poised to take
advantage of new technology innovation, get a greater return on investment, and lower total cost of ownership while staying
competitive in today's global economy.
Count on the Right Part, When and Where You Need It
When you need dependable, fast access to business-critical parts, "Cisco Smart Call Home
your Cisco SMARTnet Service delivers. Choose from a variety of allowed me to fix a network
hardware replacement options, including premium options such as problem in about an hour that
two-hour replacement and onsite parts replacement and installation. Would have typically taken one
You can select coverage on a device-by-device basis, so you get the of my staff two days to
flexible coverage you need. troubleshoot."
All options include anytime, global access to the Cisco TAG and award- -Mike DeDecker, CCIE
winning Cisco.com resources. Plus you have flexibility of choosing the Warner Pacific Insurance Services
coverage you want on a device-by-device basis. The Cisco SMARTnet
Service options are shown in Table 1.
Dependable parts delivery on a global basis is enabled by the Cisco service supply chain, a network of over 900 spare
parts depots around the world managed by a sophisticated global inventory that automates parts stocking processes
worldwide. Cisco is constantly adjusting regional stock holdings so spares are available where and when you need them.
More than a Warranty
Companies sometimes think of warranties as an adequate defense against product prob- lems. Cisco SMARTnet Service
goes far beyond a simple warranty replacement policy (see Table 1). Cisco SMARTnet Service provides troubleshooting
support, advanced hard- ware replacement options, and extensive self-help and knowledge transfer to empower your
network operations and support staff. A warranty only offers delayed hardware replacement during the warranty duration.
Table 1. Cisco SMARTnet Service Feature and Options E
Cisco Smrt
Equipment Hardware Operating Cisco Onsite Registered Serv ces
Duration Replacement TAC Engineer Access to
Covered Options System Support Option Cisco.com Diagnostics
Updates and Alerts
Cisco Advance Yes,
SMARTnet & Replacement: ongoing Only with
Cisco Renewable 24x7x2 hour updates Yes, 24x7
SMARTnet All contracts 24x7x4 hour within the Yes onsite full access Yes
Onsite 8x5x4 hour licensed option
Services 8x5xNBD feature set
Standard
hardware: 90
days (specific
Cisco products 1 Advance
Warranty All year/limited Replacement No No No No No
lifetime) (10 days)
Standard
software: 90
days
4
i
STATE OF UTAH - STATE COOPERATIVE CONTRACT
CONTRACT NUMBER AR233
1. CONTRACTING PARTIES: This State Cooperative Contract is between the Division of Purchasing and General
Services (State), 3150 State Office Building, PO Box 141061, Salt Lake City, UT 84114-1061, an agency of the State
of Utah, and the following CONTRACTOR:
Cisco Systems, Inc. LEGAL STATUS OF CONTRACTOR
Name ❑ Sole Proprietor
170 West Tasman Dr. ❑ Non-Profit Corporation
Address ® For-Profit Corporation
San Jose CA 95134 ❑ Partnership
City State Zip Government Agency
(Corporate Headquarters Address)
Contact Person Mimi Farr Phone # 408-527-2627 Fax # 408-608-1802 Email mimnguyeacisco.com
Federal Tax ID# 77-0059951 Vendor #V00000118462 Commodity Code #20458,20464,20621, 20623, 20659,
83833, 83800, 88332, 92000
2. GENERAL PURPOSE OF CONTRACT: The eneral u ose of this contract is to provide:
Data communication equipment and services. A detailed list of awarded categories and subcategories are included
in Attachment B - Scope of Work.
Cisco is authorized to provide equipment and services in the following categories:
5.2.1 Data Center Application Service
5.2.2 Networking Software
5.2.3 Network Optimization and Acceleration
5.2.4 Optical Networking
5.2.5 Routers
5.2.6 Security
5.2.7 Storage Networking
5.2.8 Switches
5.2.9 Wireless
5.3.0 Unified Communications
3. CONTRACT PERIOD: Effective date: June 1, 2014 Termination date: May 31, 2019 unless terminated early or
extended in accordance with the terms and conditions of this contract. Renewal options (if any): N/A
4. PRICING AS PER THE ATTACHMENT C
PAYMENT TERMS: Net 30
DAYS REQUIRED FOR DELIVERY: 30 days ARO
MINIMUM ORDER: N/A
FREIGHT TERMS: FOB Destination, Freight Prepaid
5. ATTACHMENT A: Standard Contract Terms and Conditions, State Cooperative Contract
ATTACHMENT B: Scope of Work
ATTACHMENT C: Product Offerings and Pricing
ATTACHMENT D: Vendors Response to Solicitation JP14001. The parties hereby acknowledge and agree
that any exceptions stated in attachment "D" - Vendor's Proposal Response have been removed and/or resolved
between the parties. Any exception in attachment "D" are explicitly NOT a part of this contract.
Any conflicts between Attachment A and other Attachments will be resolved in favor of Attachment A. State
specific Terms and Conditions will be found in the executed Participating Addendums. State Terms
State of Utah Contract Number AR233
and Conditions in an executed Participating Addendum will take priority in the event of conflict
between those terms and conditions and this Cooperative Contract.
6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this
contract.
b. Utah State Procurement Code, Procurement Rules, CONTRACTOR'S response to Bid #JP14001 and JP14001-1
dated August 30, 2013 and December 2, 2013.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
CONTRACT STATE OF UTAH
March 19, 2014
Contra" Sergi natuurrea n Date Director, Div. of Purchasing & General Svs. Q tc
_ Vreabor, mnae
Type or Print Name and Title
APPROVED BY LEGAL
Rev 05/14/12
PARTICIPATING ADDENDUM NO. 4723
WSCA NASPO COOPERATIVE
PURCHASING ORGANIZATION
DATA COMMUNICATION PRODUCTS AND SERVICES
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
CISCO SYSTEMS, INC.
Utah Contract Number AR233
(hereinafter "Contractor" or "Cisco")
And
STATE OF OREGON, acting by and through the
DEPARTMENT OF ADMINISTRATIVE SERVICES,
ENTERPRISE GOODS AND SERVICES,
PROCUREMENT SERVICES
(hereinafter "Participating State" or "DAS PS")
Page 1 of 19
1. Scope: Contractor and the Division of Purchasing and General Services, an agency of the Lead
State have executed State Cooperative Contract, Contract. Number AR233 for Data
Communications Products and Services 14-19 ("WSCA-NASPO Master Agreement" or "Master
Agreement"). The Master Agreement is incorporated into this addendum ("Participating
Addendum") as if set forth at length, This Participating Addendum covers the Data
Communications Products and Services contracts led by the State of Utah for use by state agencies
and other entities located in the Participating State/Entity authorized by that state's statutes to
utilize State/Entity contracts with the prior approval of the State's Chief Procurement Official.
Capitalized terms not defined in this Participating Addendum shall have the meaning set forth in
the Master Agreement. To the extent of a conflict of terms between the Master Agreement and this
Participating Addendum, the following order of precedence shall apply:
a. This Participating Addendum, including its Attachments;
Attachment A: State Specific Constitutional and Statutory Requirements
Attachment B: State Specific Purchasing Guidelines
Exhibit B-1: Form Purchase Order
Attachment C: Additional Insurance Requirements
b. The Master Agreement and its exhibits and attachments pursuant to its order of
precedence and any Amendments thereto that have been reviewed and approved in
writing by the State of Oregon for incorporation by reference into this Participating
Addendum; and any other Product or Service specific terms, conditions or provisions found
online at Contractor's website that are referenced in the Master Agreement;
c. A Purchase Order or Contract entered into between Authorized Purchaser and Contractor,
subject to the limitation set forth in Attachment B, Section 1.4
2. Participation: Use of specific WSCA-NASPO cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's
statutes to use State/Entity contracts are subject to the prior approval of the respective State
Page 2 of 19
Chief Procurement Official. Issues of interpretation and eligibility for participation are solely
within the authority of the State Chief Procurement Official.
The State of Oregon is an active member of WSCA and has the authority to enter into this
Participating Addendum. Pursuant to ORS.279A.050(2), the Director of the Oregon Department of
Administrative Services (DAS) has all of the rights, powers and authority necessary to carry out the
provisions of the Public Contracting Code (ORS chapters 279A, 2798, and 279C) for state
agencies. In addition, DAS (as any contracting agency in Oregon) may participate in, sponsor,
conduct, or administer a joint cooperative procurement for the procurement of any goods,
seryices`or_public, improvements and may establish a contract or price agreement through an
- -
interstate procurement pursuant to the provisions of ORS 279A.200 through ORS 279A,225.
- The following entities are. eligible to purchase under this Participating Addendum:
A) State Agencies who are-subject to the procurein-- authoxrty of DAS PS;
l3) State-Agencies not subject to the procurement authority :of DAS PS, but who have been
- given permission to use this Participating Adderidurn~-a-fid---`
C) ORCPP Members.
(collectively "Authorized Purchasers").
3.-Partici~atin4 State Modifications -or Additions to Master Agreement: The State Specific Terms
and -Conditions -set - forth -in-Attachment =lam are -hereby -incorporated and made a part of this
Participating=Addendum. _ -
4. Lease Agreements: Lease agreements are perimitted under-this Participating Addendum.
5, Primary Contacts: The primary contacts for this Participating =Addendum are
as follows (or their named successors): _
Contractor
Name An elene Feril
Address 170 West Tasman Drive, San Jose, CA 95134
Telephone (408)_424-0712
Fax 408 608-1729
E-mail aferil@cisco.com
Participating State tit
Name Kimberly Leeker
Address 1225 Ferry St. SE U140 Salem, OR 97301
Telephone 503 378-4297
Fax 503 373-1626
E-mail Kimberly. LEEKERdas.state.or.us
The parties will keep and maintain current at all times a primary point of contact for
administration of this Participating Addendum.
6. Subcontractors: Contractor's Fulfillment Partners, as defined in the Master Agreement, that are
authorized in`the State of Oregon as shown on the dedicated Contractor's (cooperative contract)
website, are approved to provide sales and service support to Authorized Purchasers, e.g. for
direct order taking, processing, fulfillment or provisioning. The Fulfillment Partners' participation
will be in accordance with the terms and conditions set forth in the aforementioned Master
Agreement.
Subject to approval of the Participating State/Entity, and at the sole discretion of Contractor,
i
Page 3 of 19
Contractor may add Fulfillment Partners at any time during the term of this Participating
Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum
number of Fulfillment Partners to provide sales and services support. Contractor, in its sole
discretion, is not required to add-, and may delete upon thirty (30) days prior written notice, any
Fulfillment Partner who does not meet Contractor's established qualifying criteria, or where the
addition of the entity would violate any state or federal law or regulation.
7. Purchase Orders or Contracts: Authorized Purchasers may, from time to time, place Purchase
- Orders or enter into Contracts under this Participating Addendum pursuant to the Participating
State's Mate Specific Purchasing Guidelines set forth in Attachment B, incorporated and made a
part of this Particip=ating Addendum. Any Purchase Order placed or Contract entered into by an
Authorized Purchaser for a Product, Services or-both available from the Master Agreement shall
be-deemed to be a sale under (andgoverned by_ e.prices and other terms and conditions) of the
Master Agreementtinless the parties to the-Purchase Order or Contract agree in writing that
another contract or agre-ement=applies_to such-Purchase Order or Contract.
-Authorized Purchasers may place orders directly and only through Contractor's approved
Fulfillment-Partners or through Contractor for Products or-Services-as authorized under this
Participating Addendum =Only those Fulfillment Partners approved_and listed during the term of
Addendum at Contractor's website are authorized to-di
Participating-- rectly provide quotes,
- receive-Purchase Orders or Can- tracts, invoice Customers, and receive payment from purchasers
on Contractor's behalf.
Except as otherwise set forth in the qualifying criteria, Contractor will not, directly or indirectly,
restrict any Fulfillment Par_tner'spaxticipation or-ability-to quote pricing for an Authorized
Purchaser. The approved Fulfillment-Partners will not offer less favorable pricing discounts than
the contract discounts established _by Contractor under the Master Agreement. However, the
Fulfillment Partner may offer any additional incremental discounts to Authorized Purchaser, and
such additional discounts if offered, may be provided in the discretion and as the sole legal
obligation of the approved Fulfillment Partner to the Authorized Purchaser. Contractor is not
responsible for any discount promised by a Fulfillment Partner, nor is Contractor liable for any
damages arising from the failure of a Fulfillment Partner to honor any promised discount, beyond
the base level discounts set forth in the Master Agreement.
In the event a Fulfillment Partner refuses to honor any promises, negotiations, or representations
made to Participating State, Contractor shall cooperate with and assist Participating State to the
extent it is able in its reasonable efforts to enforce the promises, negotiations, or representations
of the Fulfillment Partner.
The Master Agreement number and the State Contract Number must appear on every Purchase
Order placed or Contract entered into under this Participating Addendum.
8. Product an Services Offering: The full suite of product and service offerings available under
the Master Agreement may be procured under this Participating Addendum.
9. Term: The term of this Participating Addendum begins on the later of June 1, 2014, or the date
of last signature below. The term shall continue for a period ending on the Termination Date of
the Master Agreement or when this Participating Addendum is terminated in accordance with the
Master Agreement, whichever shall occur first.
Page 4 of 19
10. Notices: Notwithstanding anything contained in the Master Agreement to the contrary, all
notices required or permitted under this Participating Addendum will be in writing and will be
deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or
electronic mail (in the case of Contractor to Agreement-notice@clsco.com); (c) three (3) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (d) one (1) day after deposit with a commercial express courier specifying next day delivery,
with written verification of receipt. All communications will be sent to the addresses set forth
Section 5 of this Participating Addendum (and notices to Contractor will be further addressed to
the Office of the General Counsel, Attn: Contract Notice) or such other address as may be
designated by a party by giving written notice to the other party pursuant to this paragraph. In
the absence_of such-an addross-from DAS:PS for this Participating Addendum or for a Contract
- from Authorized-Purchaser, notice should be sent to the address to which the last invoice under
this Participating Addendum or a Contract, as applicable, was sent before notice is served.
Notwithstanding the foregoing-, notices regarding changes in pricing,-.Software license terms,
pohciesor programs maybe by posting on Cisco.com-orbye-mail or fax.
-
-1-1. Insurance: Contractor- shall obtain and shalLmaintain throe bout the term of this Participating
g Addendum the additional insurance -required byDAS PS as-set forth in Attachment C. Within ten
(10)Business-Days of the Effective Date.of this, Participating Addendum, Contractor shall provide
to DAS PS-a-. of insurance in compliance witli Attachment C. No Purchase Orders may be
placed or accepted or Contracts executed until proof is provided that these requirements have
been met - -
12. Vendor Collected Administrative Fee.- (if applicable) 1.0%._
13. Entire Agreement: This Participating Addendum and the Master Agreement (including all
amendments and attachments thereto) constitute the entire agreement between the parties
concerning the subject matter of this Participating Addendum and replaces any prior oral or
written communications between the parties, all of which are excluded. There are no conditions,
understandings, agreements, representations or warranties, expressed or implied, that are not
specified herein. This Participating Addendum may be modified only by a written document
executed by the parties hereto.
14. Tax Certification: The individual signing on behalf of Contractor hereby certifies and swears
under penalty of perjury, to the best of his/her knowledge: (a) the number shown in the
Participating Addendum is Contractor's correct taxpayer identification; (b) Contractor is not
subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii)
Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that
Contractor is no longer subject to backup withholding; and (c) s/he is authorized to act on behalf
of Contractor, s/he has authority and knowledge regarding Contractor's payment of taxes, and to
the best of her/his knowledge, Contractor is not in violation of any Oregon Tax Laws. (For
purposes hereof, "Oregon Tax Laws" means a state tax imposed by ORS 320.005 to 320.150 and
403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental
assistance program under ORS 310.630 to 310.706 and local taxes administered by the
Department of Revenue under ORS 305.620.)
Page 5 of 19
IN WI'T'NESS WHEREOF, the parties have executed this Participating Addendum as of the date of
execution by both parties below.
Participating State: State of Oregon, acting by Contractor: Cisco Systems, inc.
and through the Department of Administrative
Services, Enterprise Goods and Services,
Procurement Services
1
By::--_ y:
•
Name.
Name -
Juan PaHo Brocitmann
`I~tle - ; Title:Dtredor, Finance
- - Date: dune -18, 2014
Date - -
APPROVED BY LEGAL
J
~a--.
Urn
Page 6 of 19
ATTACHMENT A
State Specific Constitutional and Statutory Requirements
1. Definitions. The following terms have the meanings set forth below. Capitalized terms not
defined in this Participating Addendum have the meaning ascribed to them in the Master
Agreement and its exhibits.
_ "Authorized Purchaser", "Customer", "Purchaser" or "You" means a State Agency of the State
-of Oregon or any ORCPP member that enters into a Contract with Contractor under this
Participating Addendum -
" _"siness.Days" means Monday throughFriday, _:00 am to 5:00 pm Pacific Time, excluding
State of Oregon holidays, - _
- "Contract" means the agreement between Authorized Purchaser and Contractor formed by
- - -
the =Authorized Purchaser's issuance of a Purchase Order or other ordering document that
- -
incorporates by reference the terms and conditions of the Master Agreement and this
- Partic►patirtg Addendum.
"DA; PS" means the State of -Oregon acting by and through the Department of Administrative
Services, Enterprise Goods and-Services, Procurement Services.
"Master Agreement" -m6w the State of Utah, Contract No A.R233 between Contractor and the
State of Utah, on behalf of the member states of the National Association of State Procurement
Officials and the Western States Contracting Alliance, and its exhibits and attachments, which
together with this Participating Addendum sets forth terms, conditions and requirements for
purchase by Authorized Purchasers of the products and services-described therein. Any
amendment(s) to the Master Agreement must be reviewed and approved in writing by the
State of Oregon before such amendment(s) can be incorporated by reference into this
Participating Addendum. The Master Agreement includes the following documents:
• WSCA-NASPO Master Agreement Terms and Conditions;
• The Statement of Work;
• The Solicitation; and
• Contractor's response to the Solicitation.
"ORCPP" means the Oregon Cooperative Purchasing Program, which recognizes certain
agencies and organizations within the State of Oregon as authorized to purchase the goods
and services available under a price agreement entered into by the State. ORCPP eligible
entities include:
• Units of Local Government such as cities, counties, school districts, and special
districts
• Oregon University Systems and its individual members
• Qualified Rehabilitation Facilities
• Residential programs under contract with the Oregon Department of Human
Services
• United States governmental agencies
• American Indian tribes and agencies of American Indian tribes
• Certain qualified public benefit corporations
DAS PS maintains a list of current ORCPP members at:
Page 7 of 19
http://www.oregon.ciov/DAS/EGS/ps/0RCPP/orcppMemberList.pdf
"Price Agreement" means this Participating Addendum between the State of Oregon and
Contractor.
"Purchase Order" means the purchase order submitted to Contractor by an Authorized
Purchaser that incorporates this Participating Addendum by reference and specifies the
_ quantity and type of goods or services that Contractor will provide to the Authorized
Purchaser under the terms of the Master Services Agreement and this Participating
Addendum. -
"Qualified` Rehabilitation Facility"--means those organizations defined- under ORS 9.83 5
through ORS 2y9:$5S.
"State" means the State of Oregon for the purposes of this Participating Addendum.
- "State Agency -means eve state officer, board, commission, department, institution, branch
or agency of the-state-government, whose costs are paid wholly or in part from funds held in
_ -__the State Treasury, except: -
(a) The Legislative Assembly, the courts and their- officers and committees; and
--(b) The 'Public Defense- Services Commission.
2. Exclusivity;-N otwithstanding_any provision in the Master Agreement, this Participating
- -
Addendum is not exclusive: -Authorized Purchaser may, acquire the Products, Services, Advanced
-
Services, or other goods or services-Similar to the Products, Services and Advanced Services from
other providers.
3. Payment Provisions. Contractor or its Fulfillment Partner shall send all invoices to Authorized
Purchaser at the address specified on the Purchase Order or Contract or to any other address as
Authorized Purchaser may indicate in writing to Contractor, according to the following provisions:
3.1 For purchases of Products and subscription-based consulting and maintenance services (such
as SMARTnet), invoices for payment will be provided to Authorized Purchaser within thirty (30)
calendar days of a) successful delivery to the Authorized Purchaser of the billed Product; or b)
receipt of a Purchase Order for Services, as applicable; provided, however, that Contractor or its
Fulfillment Partner shall not send an invoice for any goods for which Authorized Purchaser refuses
delivery for cause, e.g., goods are damaged in transit or Authorized Purchaser returns due to such
goods not matching what the Authorized Purchaser ordered.
3.2 For hourly or fixed price, milestone based personal or consulting services, invoices for
payment for work completed and accepted by Authorized Purchaser will be provided on a
monthly or fixed price basis and payment will be made within thirty (30) days of completion of the
associated milestones/intervals set forth in the Purchase Order or Contract.
3.3 Payment will be due thirty (30) days after Authorized Purchaser's receipt of the invoice,
provided, however, no interest charges or late payment charges accrue until forty-five (45)
calendar days have passed following Authorized Purchaser's receipt of the invoice. After forty-
five (45) calendar days, Contractor may assess overdue account charges on the unpaid,
undisputed balance of any invoice up to two-thirds (2/3) of one percent (I%) per month or the
maximum amount allowed by law.
Authorized Purchaser is solely responsible for payment of Products, Services, or both delivered to
Authorized Purchaser, except as provided in and as limited by the terms of the Participating
Page 8 of 19
Addendum. Where DAS (or any of its subdivisions) is responsible for or otherwise handles
procurements on behalf of another Authorized Purchaser, Authorized Purchaser for whom DAS is
handling procurement is solely responsible for payment. DAS is only responsible for payment of
Products or Services that DAS has procured a) on its own behalf and for its own use, or b) where
indicated by DAS on the Purchase Order. In the event that DAS submits a Purchase Order on
behalf of another Authorized Purchaser where DAS indicates that the Authorized Purchaser is
responsible for payment, DAS shall submit a copy of the underlying order approval from the
Authorized Purchaser, along with the Purchase Order.
3A4.AlI-payments_are subject to ORS 293.462. _
_4.=Funds available -and authorized/non-appropriation. Authorized Purchaser represents that it as
sufficient appropriations `and-limitation for the current biennium to-make payments under any
-
Contract-issued under this Participating Addendum -Contractor is not entitled to receive payment
under this Participating Addendum or_any Contract from any partof Oregon state government
---other.than the Authorized- Purchaser under=that-Contract Contractoracknowledges and agrees
that the State shall bear'no liability on Contracts entered into for purchases by non-State
Agencies, which liability the State expressly disclaims. With regard: to non-State Agencies,
Contractor agrees to look-solely to the respective; contracting party for any rights and remedies
Contractor may have at law or in equity ai~sing out of the sale and purchase of Contractor's
Products=or Services and he resulting_contractual relationship, if any, with each such contracting
party.
4.1 State Agencies as Authorized Purchasers A State Agency`s payment obligations under this
Participating Addendum are conditioned upon the State Agency receiving funding,
appropriations, limitations, allotments, or other-expenditure `authority sufficient to allow the State
Agency, in the exercise of its reasonable administrative discretion, to meet its payment
obligations under any Contract issued under this Participating Addendum.
Nothing in this Participating Addendum or Contract is to be construed as permitting any violation
of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or
monetary obligations of the State of Oregon.
5. Volume Sales Reports (ISRs) / Vendor Collected Administrative Fee (YCAQ.
i
5.1 Volume Sales Reports SRs).
S.1.1 Contractor shall submit a Volume Sales Report (VSR) to DAS PS no later than forty five (45)
calendar days from the end of each calendar quarter, which contains:
Complete and accurate details of all receipts (sales and refunds) for the reported
period;
• The information as identified in the DAS PS document titled Volume Sales Report
Template Data Requirement, Format and Layout; and
• Such other information as DAS PS may reasonably request.
Contractor shall send a VSR to DAS PS each quarter, whether or not there are sales. When no sales
have been recorded for the quarter, a report must be submitted stating "No Sales for the
Quarter".
5. 1.2 Data Medium and Delivery Medium. Contractor shall provide VSRs in MS Excel (.xls) format.
VSRs must be submitted by e-mail. Delivered print outs of VSRs are not acceptable. Hard copies
of VSRs on CDs are only acceptable if the size of the file precludes transmission by email.
Page 9 of 19
Approval from the Contract Administrator must be obtained for deviations from these
requirements.
5. 1.3 Receipt/Acceptance. The first VSR submitted by the Contractor must be submitted to the
DAS PS Contract Administrator for review and approval. Approved first VSRs and subsequent
VSRs must be submitted to vcaf reportinctna state.or.us. A separate section follows describing the
administrative charge if it is applicable. The Contract Administrator's receipt or acceptance of any
of the VSRs furnished pursuant to this Price Agreement shall not preclude DAS PS from
challenging the validity thereof at any time.
5 l 4 DAS PS znay tei ninate this Participating Addendum if VSRs are not received as scheduled on
in the=prescribed format. -
5.2 Vendor-Collected Administrative Fee (VC_J-'M-a:
5.2.1 Veridgr CollectedAdministrative Fee-(VCAF) Percentage The_Vendor Collected
Administrative:Fee (VCAFj is a charge equal to one percent (1.0 %)-of Contractor's gross total
sales, less.any credits, made to Authorized Purchasers during the calendar quarter.
5.2:2 VCAF Amount % Payment Due Date. During the term of this _Participating Addendum and for
the _sales-during the last calendar quarter of the term of this,Participating Addendum, Contractor
shall remit VCAF payments to DAS PS within forty-five-(45) calendar days after the end of each
-
calendar quarter = - _ - _
5.2.3 Contractor's proposed prices shall reflect all Contractors charges to Authorized Purchasers,
provided, however, Contractors- shaffi of reflect the VCAF fee as a separate line item charge to
Authorized Purchasers. For the purposes of this Participating Addendum, quarter's end March 3l,
June 30, September 30, and December 31. DAS PS will invoice the Contractor for the VCAF on a
State generated invoice from the information submitted on the VSR. Contractor is responsible for
timely reporting and payment, regardless of entity that actually reports or makes VCAF payment
as follows:
5.2.3.1 Payment Format.
VCAF payments will be made by way of Automated Clearing House (ACH) transactions, a form
of electronic transaction known as Electronic Funds Transfer (EFT) authorized for State
business. ACH Debit transactions are initiated by DAS PS through the existing ACH Network
as adhered to by the Oregon State Treasurer. These payment transactions will occur from a
bank account of Contractor's choosing no less than one (1) and no more than five (5) business
days following the forty fifth (45th) calendar day after the end of a calendar quarter. To allow
this preferred method of payment, Contractor must agree to submit a signed electronic debit
authorization to DAS PS . Alternatively, Contractor can elect to make VCAF payments by way
of an ACH Credit whereby Contractor initiates transfer of funds from a bank account of
Contractor's choosing to the bank for DAS PS after Contractor has received from DAS PS a
completed authorization agreement for ACH Credits. Contractor must comply with the
policies and procedures of the Oregon State Treasurer relative to ACH payments. These
payment transactions must occur no later than the forty fifth (45th) day after the end of a
calendar quarter.
5.2.3.2 Interest. Any payments Contractor makes or causes to be made to DAS PS after the due
date as indicated on the invoice accrue interest at a rate of 18% per annum or the maximum
rate permitted by law, whichever is less, until such overdue amount shall have been paid in
full. DAS PS's right to interest on late payments does not preclude DAS PS from exercising any
Page 10 of 19
of its other rights or remedies pursuant to this Participating Addendum or otherwise with
regards to Contractor's failure to make timely remittances.
5.3 Audit. Upon reasonable notice and at Contractor's premises, DAS PS, or a person authorized
by it, may audit Contractor's records (as defined in Section 19 below) and other pertinent data, to
determine and verify the figures reported in any VSRs furnished by Contractor. In the event that
any such audit reveals underpayment of administrative fees, Contractor shall immediately pay the
amount of deficiency, together with interest at a rate of 18% per annum or the maximum rate
permitted by law, whichever is less and the cost of the audit.
6 _Warranek s._.Any=standard.-manufacturer's_warranties that are commercially offered by
Contractor `with any_Product or_Service purchased pursuant to this Participating Addendum
operate=only=to expand upon, and may not -otherwise limit or remove, the express warranty
protections under the Master=Agreement.
y -Indernnities' Participating State's and Authorized Purchaser's indemnity obligations set forth in
this Participating Addendum, are subject to the conditions and limitations of the Oregon
-
_Constitution,:Article `XI, section 7, and the Oregon-Tort Claims Act,'ORS 30.260 through 30.300.
Nothing iri this paragraph is intended to create any impIied indemnity obligations. Participating
State's and Contractor's indemnity obligations are only as set forth in this Participating Addendum
at Master Agreement, -Attachment A, -Clauses 1 I and 12; and in this document under Attachment A,
Clause
WHERE REQUESTED TO-COOPERATE IN THE DEFENSE OF ANY CLAM PURSUANT TO THE
MASTER AGREEMENT, PARTICIPATING STATE OR AUTHORIZED PURCHASER SHALL
REASONABLY COOPERATE IN_GOOD:FAITH, AT CONTRACTOR'S REASONABLE EXPENSE.
CONTRACTOR SHALL SELECT COUNSEL AND SHALL BEAR ALL COSTS OF SUCH COUNSEL;
PROVIDED THAT CONTRACTOR'S COUNSEL MUST BE APPOINTED AS A SPECIAL ASSISTANT
ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE COUNSEL MAY ACT IN THE NAME OF,
OR REPRESENT THE INTERESTS OF, STATE, ITS AGENCIES, OFFICERS, EMPLOYEES OR AGENTS.
PARTICIPATING STATE MAY ELECT TO ASSUME ITS OWN DEFENSE WITH AN ATTORNEY OF ITS
OWN CHOICE AND AT ITS OWN EXPENSE AT ANY TIME PARTICIPATING STATE DETERMINES
IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; PROVIDED THAT, IN THE EVENT THE
PARTICIPATING STATE TAKES OVER THE DEFENSE: (A) CONTRACTOR SHALL BE ENTITLED, AT
ITS OWN EXPENSE, TO BE PRESENT AND PARTICIPATE IN ANY MEETINGS, HEARINGS OR
PROCEEDINGS IN CONJUNCTION WITH THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM;
(B) THE PARTICIPATING STATE AGREES TO CONSULT WITH AND IN GOOD FAITH REASONABLY
CONSIDER IN ITS DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM THE RECOMMENDATIONS
OF CONTRACTOR'S LEGAL COUNSEL, AND (C) ANY SETTLEMENT, JUDGMENT OR AWARD
MUST BE APPROVED BY CONTRACTOR AND CONTRACTOR SHALL NOT BE OBLIGATED TO
INDEMNIFY THE PARTICIPATING STATE AGAINST ANY SETTLEMENT, JUDGMENT OR AWARD
REACHED BY THE PARTICIPATING STATE AFTER ASSUMING ITS OWN DEFENSE UNLESS THE
STATE HAS OBTAINED CONTRACTOR'S PRIOR WRITTEN CONSENT TO SUCH SETTLEMENT,
JUDGMENT OR AWARD. SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY
DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING.
NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT CLAIMS SHALL
OCCUR WITHOUT THE CONSENT OF PARTICIPATING STATE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; EXCEPT THAT SUCH CONSENT IS
NOT NECESSARY WHERE ANY SETTLEMENT OR COMPROMISE IS NOT CONTRARY TO OREGON
LAW, AND (1) INCLUDES A RELEASE OF THE PARTICIPATING STATE FROM ANY LIABILITY
Page 11 of 19
ARISING OUT OF SUCH CLAIM, OR (2) IS PURELY FOR A MONETARY AMOUNT, OR (3) ONLY
REQUIRES THE PARTICIPA'T'ING STATE TO DISCONTINUE USING ANY PRODUCTS PROCURED
UNDER THIS PARTICIPATING ADDENDUM.
8. Effect of Term and Termination of Participating Addendum. Termination under any provision of
this Participating Addendum does not extinguish or prejudice State's or an Authorized Purchaser's
right to enforce this Participating Addendum or a Purchase Order or Contract with respect to
Contractor's breach of any warranty or any defect in or default of Contractor's performance that
has not been cured, including any right of the State or an Authorized Purchaser to indemnification
byontra_ctor as covered in the Master Agreement and subject to the Limitation of Liability
therein. If thisI?axtiating:Addendu. m or a Purchase Order or Contract is terminated, the State or
an Authorized Purchaser will pay-Contractor in accordance with the termsof this Participating
Addendum and the Master greement_for goads=delivered and accepted by the Authorized
-
Purchaser This section supplements,- but does not amend the_Terrri=and-Termination Section 7 of
the. Ma ter- greement.
9. Confidential-Information and Public-Records Law.- Participating State's and Authorized
Purchaser's obligations under this Participating Addendum are subject to the Oregon Public
Records Laws, ORS 192_x 1.0 througl- ORS 192-.505, and_all -applicable statutory exemptions from
disclosure for Contractor, actor's. information or deliverables tinder this Participating Addendum apply
to the maximum extent provided by Iaw. Notwithstanding any provisions in the Master
Agreement to-the contrary, Participating-State or Authorized Purchaser has no obligation to keep
any `trade secret' information obtained from Contractor confidential unless such information is
Trade Secret, as defined in=ORS. 2.50.1(2).--Contractor will use reasonable efforts to label
information subject to exemption to the extent practical.- Should the Participating State or
Authorized Purchaser be required to'release or disclose any-information otherwise protected
under ORS 192.410 through ORS 192.505, the Participating State _or Authorized Purchaser will
notify Contractor prior to release or disclosure in sufficient time to enable Contractor to take any
iegal steps it deems necessary to prevent release.
10. Compliance with Applicable Law. Contractor shall comply with all federal, state and local
laws, rules, regulations, executive orders and ordinances applicable to the Products and Services
under this Participating Addendum and any Purchase Order or Contract, including the Oregon
Consumer Identity Theft Protection Act, ORS 646A.600 through 606A.628, to the extent applicable
to this Participating Addendum and the provisions of Section 6103(b) of the Internal Revenue
Code, the requirements of IRS Publication 1075, and the Privacy Act of 1974, S U.S.C. §552a et.
seq., related to federal tax information.
Authorized Purchaser's performance under a Purchase Order or Contract is conditioned on
Contractor's compliance with the provisions of ORS 279B.220, 27913.235, 279B.230, and 279B.270.
11. Recgycled Products. Contractor, to the maximum extent economically feasible in the
performance of this Participating Addendum and any Purchase Order or Contract, will use
recycled paper (as defined in ORS 279A.0I0(1)(gg)), recycled PETE products (as defined in ORS
279A.010(1)(hh), and other recycled plastic resin products and recycled products (as "recycled
product" is defined in ORS 279A.010(i)(ii).
12. Governing Law. This Participating Addendum and resulting Contracts are governed by and
construed in accordance with the laws of the State of Oregon, without regard to principles of
conflicts of laws. To the extent not modified by the terms of this Participating Addendum, the
Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs the Goods sold under
this Participating Addendum.
Page 12 of 19
13. jurisdiction and Venue. Any claim, action, suit or proceeding (collectively, "Proceeding")
between Participating State or any other agency or department of the State of Oregon, and
Contractor, that arises from or relates to this Participating Addendum or a Purchase Order or
Contract under this Participating Addendum, will be brought and conducted solely and
exclusively in the Circuit Court of Marion County for the State of Oregon; provided, however, if a
Proceeding must be brought in a federal forum, then it will be brought and conducted solely and
exclusively in the United States District Court of the District of Oregon. CONTRACTOR HEREBY
CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND WAIVES ANY
OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN
INCONVENIENT FORUM. Nothing in this section will be construed as a waiver of the State of
Oregon's sovereignimmunity with respect-to any Claim, whether brought under State or Federal
law,-orin State _or Federal--Court.
Any Proceedings between Contractor and_anAuthorized Purchaser other. than the State of Oregon
or-State agency that=arise from or are related to individual Purchase Orders or Contracts or this
Participating Addendum will be brought and conducted solely and exclusively within the Circuit
Court of the county _in the State of Oregon=in which such Authorized Purchaser resides or has its
-principal:office, or-at Authorized Purchaser's option, within, such other county as Authorized
Purchaser will-be_entitled to,proceed under"the venue laws of Oregon to bring or defend
Proceeding..-1f any such Proceeding must be brought ina federal forum, then it will be brought
and conducted solely and exclusively within the United-States District Court for the District of
Oregon.:.-
14. Dispute Resolution Any dispute between the parties that is not resolved through informal
discussions may be submitted to mediation upon the written consent of both parties. If informal
discussions or mediation are unsuccessful, either party may initiate litigation to resolve the
dispute. Notwithstanding any provision of the Master Agreement, the parties specifically disclaim
any right to arbitration of disputes-
15. Attorneys Fees. Neither party to this Participating Addendum is entitled to obtain judgment
from the other party for attorney fees, court and investigative costs, or any other fees or expenses
it has incurred in any litigation between the parties or in defense of any claim asserted by a third
party.
16. Disclosure of Social Security Number. Contractor must provide Contractor's Social Security
number unless Contractor provides a federal tax identification number. This number is requested
pursuant to ORS 305.385, OAR 125-246-0330(2)(d), and OAR 150-305.100. Social Security numbers
provided pursuant to this authority will be used for the administration of state, federal, and local
tax laws.
17. Foreicin Contractor. If Contractor is not domiciled in or registered to do business in the State
of Oregon as of the effective date of this Participating Addendum, Contractor will promptly
provide to the Oregon Department of Revenue all information required by that Department
relative to the Contract. An Authorized Purchaser may withhold final payment under a Purchase
Order or Contract until Contractor has provided the Oregon Department of Revenue with the
required information.
18. Independent Contractor. Contractor shall act at all times as an independent contractor and not
as an agent or employee of Authorized Purchaser. Contractor has no right or authority to incur or
create any obligation for or legally bind Authorized Purchaser in any way. Contractor is not an
"officer", "employee", or "agent" of Authorized Purchaser (or any other agency, office, or
department of the State of Oregon), as those terms are used in ORS 30.265, and shall not make
representations to third parties to the contrary. Neither party shall make any statements,
Page 13 of 19
representations, or commitments of any kind or to take any action binding on the other except as
provided for herein or authorized in writing by the party to be bound.
19. Access to Records. With respect to the audit rights set forth in the Master Agreement,
Attachment A, Clause 24, pursuant to OAR 166-300-0015(7), Contractor shall retain, maintain and
keep accessible all required records relevant to this Participating Addendum for a minimum of six
(6) years. Contractor will ensure that all Fulfillment Partners designated under this Participating
Addendum comply with this provision.
20-Amendments. -Except as provided in this section, no waiver, consents--modification or change
- ` of terms =of this. -Participating Addendum ('='_Amendment") is binding upon_either party unless such
amendment is ir4 writing,-is signed by_-both-parties to the Participating Addendum. Amendments
siven. Amendments may
are-effective_only iri the sped#ic instance and for,the specific purpo e g
include without limitation, changes in:Products Or-Services requirements, extensions of time and
consideration-changes for Contractor-associated-with.the additional Products or Services
requirements. - _ - -
=Any appropriately approved and executed amendment to the Master Agreement that the
Participating State.-has not directly negotiated or signed-is only effective upon the Participating
State thirty (30) days`after the Participating=State receives notice aft-he amendment. During this
thirty (30) day period, should-the Participating State elect not-to be bound by the executed
amendment to the Master-Agreement; a) the Participating State will provide a written notice to
Contractor-within such-thirty-(30) day-period stating that the-Master Agreement amendment will
not be effective against the Participating State, and b} the parties will in good faith either i)
negotiate a mutually acce- ptable - ainendment; or-ii) provide notice pursuant to Master Agreement
of a termination for convenience:
The failure of either party to enforce any provision of this Participating Addendum is not a waiver
by such party of that or any other provision.
Notwithstanding the foregoing, the State has determined that during the term of this Participating
Addendum the parties may need to modify selected terms, conditions, price(s) and types of
Products or Services under circumstances related to the following illustrative, although not
exhaustive, categories of anticipated amendments:
a. Amendments to add new Products, Services or both reasonably related to the scope of the
Solicitation and associated rates;
b. Amendments to adjust the Products, Services or both rates;
c. Amendments changing the Products, Services or both specifications or requirements;
d. Amendments for extensions of time.
Any amendment to the Master Agreement addressing one of the foregoing categories is
immediately effective upon the Participating State without further approval. Any amendment that
provides for additional Products, Services or both may only provide for Products, Services, or
both reasonably related to the scope of work or Services described in the Solicitation or the
Master Agreement.
Page 14 of 19
ATTACHMENT B
Participating State Specific Purchasing Guidelines
1. Purchase Orders. Authorized Purchasers shall not change or alter the terms, conditions, or
prices of this Participating Addendum. Contractor shall not accept any Purchase Order that does
not comply with the following requirements:
1. State All State Agencies will use a Purchase Order substantially in the form
attached hereto as =Exhibit--B=1 to -order_.Services under this Participating Addendum unless
otherwise authorized by DAS PS. Operative provisions in Purchase Orders are limited to:
• designation of Authorized Purchaser _ and its authorized representative and contact
information;
-itemization of Products and price,
• delivery schedule; - -
-
delivery location;...
• &S
ernces are ordered,- a- detailed Statement of Work;
if_applicable,service location; and
6 invoicing address.
Mandatory Purchase Order or Contract Language: "THIS PURCHASE IS PLACED AGAINST
STATE OF UTAH MASTER=AGREEMENT NO. AR233 AND STATE OF OREGON PRICE
AGREEMENT #4715. THE TERMS AND CONDITIONS=_(T's & C's) CONTAINED IN THIS
STATE OF OREGON PARTICIPATING- ADDENDUM APPLY TO THIS PURCHASE AND
SUPERCEDE ALL OTHER Ts AND Cs, EXPRESS OR IMPLIED."
1.2. ORCPP Participants. ORCPP participants may use their own ordering form(s) under this
Participating Addendum. ORCPP Participants shall include the following mandatory purchase
authorization language on the front page of each Purchase Order or Contract submitted to
Contractor or a Fulfillment Partner for Products and/or Services ordered under this Participating
Addendum:
Mandatory ORCPP Language: "THIS PURCHASE IS PLACED AGAINST STATE OF UTAH
MASTER AGREEMENT NO. AR233 AND STATE OF OREGON PRICE AGREEMENT #4
THE TERMS AND CONDITIONS (T's & C's) CONTAINED IN THIS STATE OF O GON
PARTICIPATING ADDENDUM APPLY TO THIS PURCHASE AND SUPERCEDE ALL OTHER Ts
AND Cs, EXPRESS OR IMPLIED."
1.3 Verification of Authorized Purchasers. Contractor is responsible for verifying that it provides
Products, Services or both under this Participating Addendum only to Authorized Purchasers.
Contractor may verify that a particular entity is an ORCPP member on-line at
http://www.oregon.crov/DAS/EGS/ps/ORCPP/orcppMemberList.pd f or by using the Oregon
Procurement Information Network (ORPIN) at http://orpin.oregon.gov/open.dll/welcome.
1.4 Purchase Orders or Contracts. No language in a Purchase Order or Contract submitted by an
Authorized Purchaser will vary, amend, modify, or add terms or conditions to this Participating
Addendum, provided further that the provisions of each Purchase Order or Contract apply only to
the Purchase Order or Contract between Contractor and Authorized Purchaser and not to this
Addendum or any other Purchase Order or Contract. Any Purchase Order or Contract provisions
that vary, amend, modify or add to the terms and conditions in this Addendum must be in writing
and signed by the Authorized Purchaser and Contractor.
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Page 15 of 19
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2. Sales to Unauthorized Purchasers. Authorized Purchaser's delivery of a Purchase Order or
Contract to Contractor constitutes an affirmative representation by the Authorized Purchaser that
Authorized Purchaser has the legal authority to place the Purchase Order or Contract and be
legally bound by the terms of this Participating Addendum, which representation is made to
induce Contractor to accept the Purchase Order or Contract. Contractor shall be entitled to
maintain an action, at law or equity, against Authorized Purchaser and to recover any damages it
suffers as a result of Authorized Purchaser's misrepresentation of authority.
3. 'Perm -and-.Termination. The term of any Purchase Order or Contract under this Participating
Addendum commences-on-the _Effective Date_ of the Purchase Order or-Contract and continues for
a minumum-period..of one-year,-unles_s-another_te_rm.is specified. Customer may renew such term
u4wxitten notice _to Contractor =
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Page 1 6 of 19
Exhibit B- I
Form Purchase Order
PURCHASE PAGE
l 1 STAVE OF 0EGON ORDER (PO) NO.
APeney PO Date Delivery Date Bid Number Requisition No.
Contractor Name and:Address. - - Bill To =
Contractor FEIN -BPOIContract Number Agency ContacVPhone
Ship To - - FOB
Teas
Descriptiuu Qlmllti(y U[NI Unit Price Extended. Alit.
item
speciA "terms and conditions: THIS PURCHASE IS `PLACED AGAINST STATE OF
=UTAH MASTER AGR MENT NO. A R233 AND STATE OF OREGON PRICE Sub Total
AGREEMENT #47 THE TERMS AND CONDITIONS (T's & C's)
-CONTAINED IN THE STATE OF OREGON PARTICIPATING ADDENDUM-
APPLY TO THIS PURCHASE AND SUPERCEDE ALL OTHER Ts AND Cs,
EXPRESS OR IMPLIED.
Freight
- Total
Authorized Agent/Approved Date
Total
Page 17 of 19
ATTACHMENT C
ADDITIONAL INSURANCE REQUIREMEN'T'S
Contractor shall obtain at Contractor's expense the insurance specified in this Attachment
C prior to performing under this Participating Addendum and shall maintain it in full force
and at its own expense throughout the duration of this Participating Addendum and all
- warranty periods. Contractor shall obtain the following insurance from insurance
companies or entities that are authorized to transact the business of insurance and issue
coverage in. State--and-that are acceptable to DAS PS.
A. WORKERS G0IVIPENSATION All_employers, including Contractor, that employ subject
=workers, as defined in Oregon Revised Statute (ORS) 656.027 shall comply with OR
656.t)l7: and shall provide workers' compensation insurance coverage for those workers,
unless_lhey meet the requirement for an--exemPticn under ORS 656.126(2). Contractor
shall require and ensure that each of its subcontractors complies with these requirements.
EMPLOYERS! LIABILITY. -
- If Contractor-is a'-subject -employer, as_defined in-ORS 656.023, Contractor shall obtain
employers' liabrlityinsurance coverage: -
ii. PROFESSIONAL LIABILITY = - -
® Required by DAS PS ❑ Not required by DAS PS.
❑ Professional Liability. Professional Liability Insurance covering any damages
Contractor shall obtain and maintain at its own expenses for the duration of this Contract
Professional Liability Insurance with a combined single limit, or the equivalent, as set
forth below. This is to cover damages caused by error, omission or negligent acts related
to the professional services to be provided under this Contract. Full limits can be
obtained by the purchase of one primary policy or a primary and excess policy as
needed to provide the full policy limits. Such policy shall include coverage for losses
arising from the breach of information security or cyber liability (including Technology
Errors & Omissions, Network Security and Privacy Liability and Media Liability), whether
combined with the Professional Liability policy or placed as a- separate policy, but
carrying the same limits of liability. Such coverage shall insure damage caused by error,
omission, or negligent acts, including all prior acts without limitation, related to the
professional services to be provided under this Contract. The Policy shall be amended to
include Independent Contractors providing Professional Services on behalf of or at the
direction of Contractor. The definition of Contractual Liability shall be amended to state
that liability under a contract of professional services is covered. Further, coverage shall
be afforded for fraudulent acts, misappropriation of trade secrets, internet professional
services, computer attacks, personal injury, regulatory actions, known wrongful acts,
contractual liability, privacy policy, and insured versus insured.
Contractor shall provide proof of insurance of not less than the following amounts as
determined by the DAS PS:
Page 18 of 19
® Per occurrence limit for any single claimant:
July 1, 2013 to June 30, 2014: $1,9001000.
July 1, 2014 to June 30, 2015: $2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.300.
Per occurrence limit for multiple claimants:
July 1, 2013 to June 30, 2014: $3,800,000.
July 1 --2014 to June 30, 2015: $4,000,000.
- July-L-2-0.1-5 and #hereafter the adjusted limitation as determined by the State Court
- -
Administrator pursuant to ORS30.260 to 30.300.
State Court Administra#or website:
htf I/c - , ,
p o- s.oregona~ov/OID/courts/circuit/tort -claims act: age
COMMERCIAL GENERAL LIABILI`T`Y _
Required by DAS PS ❑-Not required by DAS PS.
Conimercial General Liability. Commercial General Liability Insurance covering
bodily injury; death, and property-dam-age- in a"foxm and with coverage's that are
satisfactory to the State.-This insurance-shall include personal injury liability, products,
and completed operations. Coverage shall be-written on.an occurrence basis. Contractor
shall provide proof of insurance of not less. than the following amounts as determined by
the DAS PS: - - -
Bodily Injury/Death and Property:
Per occurrence and annual aggregate limit:
July 1, 2013 to June 30, 2014: $3,800,000.
July 1, 2014 to June 30, 2015: $4,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.300.
State Court Administrator website:
http://courts.orecion.gov/OID/courts/circuit/tort claims act.pactee
iv. AUTOMOBILE LIABILITY.
® Required by DAS PS ❑ Not required by DAS PS.
Automobile Liability. Automobile Liability Insurance covering all owned, non-owned, or
hired vehicles. This coverage may be written in combination with the Commercial
General Liability Insurance (with separate limits for "Commercial General Liability" and
"Automobile Liability"). Contractor shall provide proof of insurance of not less than the
following amounts as determined by the DAS PS:
Bodily Injury/Death and Property Damage:
Per occurrence and annual aggregate limit:
July 1, 2013 to June 30, 2014: $3,800,000.
July 1, 2014 to June 30, 2015: $4,000,000.
w 5
Page 19 of 19
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.300.
State Court Administrator website:
http://courts.oregon.gov/OJD/courts/circuit/tort claims act.page
vi. EXCESS/UMBRELLA INSURANCE.
A combination of primary and excess/umbrella insurance is acceptable. If Contractor is
using_excess/umbrella insurance to meet the minimum insurance requirement,
Contractor's`-certificate-must_include- a.list of the policies that fall under the
excess/umbrella insurance Sample-wording is "The Excess/Umbrella policy is excess
over General=Liability, Auto Liability, etc "
B. ADDITIONAL INSURED. The-Commercial General Liability, Automobile Liability
_
_
and, if applicable, Umbrella Liability insurance required under-this Contract shall include
the State-of Oregon; and its agencies,-departments, divisions,- commissions, branches,
officers- employees and _agents as Additional Insureds but only with respect to Cisco's
activities to be performed under this Contract. Coverage shall be primary and non-
other insurance and- self-insurance.
C. "TAIL" -COVERAGE If any-of_the:required professional liability insurance is on a
"claims made" basis, Contractor shall either -maintain either "tail" coverage or continuous
"claims made" liability coverage-,-:p-r- ovided the effective -date of the continuous "claims
made" coverage is on or before_fhe effective date of this-Contract, for a minimum of 24
months following the later of _(i) -Contractor's completion and DAS PS's acceptance of all
Services required under this Contract, or, (ii) The expiration of all warranty periods
provided under this Contract. Notwithstanding the foregoing 24-month requirement, if
Contractor elects to maintain "tail" coverage and if the maximum time period "tail"
coverage reasonably available in the marketplace is less than the 24-month period
described above, then Contractor shall maintain "tail" coverage for the maximum time
period that "tail" coverage is reasonably available in the marketplace for the coverage
required under this Contract. Contractor shall provide to DAS PS, upon DAS PS's request,
certification of the coverage required under this exhibit.
I
D. CERTIFICATE(S) Or INSURANCE. Contractor shall provide to Agency Certificate(s)
of Insurance for all required insurance before delivering any Goods and performing any
Services required under this Contract. The Certificate(s) must specify that State of
Oregon, its officers, employees and agents are included as Additional Insured's on the
Commercial General Liability, Automobile Liability insurance and, if applicable,
Umbrella Liability insurance. Contractor shall pay for all deductibles, self-insured
retention and self-insurance, if any. Should any of the required insurance be cancelled
or nonrenewed, Contractor shall replace such insurance so that no lapse in coverage
occurs, and shall provide Agency with a revised Certificate(s) of Insurance evidencing
same.
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AwardsrA9reements ,,z- j)
Ciscc,,Systems, Inc.
WSCA-NASPO Data Communications Products and
Services
Page 1 of 2
Supplier Address Contract #
4D P
Cisco Systems, Inc. 4723
5400 SW Meadows Rd
Suite 300 Revision # 1.8
Lake Oswego, OR 97035 Revision Date
07/21/2015
" Contact: Rob Vasks
i, 4 Contract Start Date
Phone: 1 (503) 819-4298 06/20/2014
Fax: Expiration Date
Email: rvasks@cisco.com 05/3112019
Supplier Number
Attachments Exist 13186
Secondary Suppliers Do Not Exist All dates are mm/dd/yyyy
Contract Administrator Receiving Address Contract Filed At
State Procurement Office See purchase order DAS PS
1225 Ferry Street SE, U140
Salem, OR 97301
Contact: Kimberly Leeker
Phone: 1 (503) 378-4297
Fax:
Email: Kimberly.Leeker@oregon.gov
Revision 48: Update Certificate of Liability Insurance expirations. 7/21/2015 ns
Revision # 7: Update Certificate of Liability Insurance expirations. 5/21/2015 ns
Revision # 6 Attach Participating Addendum. 02/26/15 - SC.
Revision # 5: trailer notes added
Revision # 4: New 2015 Partner Matrix
Revision # 3 issued to correct the Best Value Analysis document
Revision # 2 - Update attachments (kaa)
Revision # 1: Updating Partner Matrix
Amendment # 1: Fix errors from PA.
Revision # 2: Updating Vendor Matrix
Revision # 1: Updating attachments.
Header Comments
There are three awardees for the WSCA Data Communication Participating Addendums:
Cisco PA#4723 (has 9 resellers and leasing available)
Juniper PA#4725 (has resellers and no leasing)
Brocade PA#4727 (has 5 resellers and leasing)
Each Participating Addendum has a Best Value Analysis attached in ORPIN. Agencies under
DAS Authority are required to use the BVA process to choose your provider.
Products included on this Participating Addendum are:
1. Data Center Application Services
2. Networking Software
07(21/2015 8:49 AM
Awards-Agreements
Cisco-Systems, Inc.
WSCA-NASPO Data Communications Products and
Services
Page 2 of 2
3. Network Management and Automation
4. Network Optimization and Acceleration
5. Optical Networking
6. Routers
7. Security
8. Storage Networking
9. Switches
10. Wireless
11. Unified Communications
12. Services
The worksheet attached titled "Partner Worksheet" contains all the partners on this
Participating Addendum, their minimum discount, and minimum hourly rates. Please feel
free to negotiate with these partners before ordering.
To order follow the instruction in the Best Value Analysis attached.
Lease Agreements are permitted under this Participating Addendum.
Delivery Requirements
See PA
Payment Terms
Net 45
FOB
(Not Applicable)
Item # Quantity / Unit Description Unit Cost
1 1 Commodity No. 730-72 $0.00
EACH Telecommunications: Cisco brand products and services
2 1 Commodity No. 208-27 $0.00
EACH Networking Services (Including Installation, Security, and
Maintenance )
Mandatory or Convenience Renewal Option Contract Value
Mandatory $0.00
Minimum Order
Return Policy
See PA
Warranty
See PA
Best Value Analysis
Freight/Surcharge
a R 07r21/2015 8:49 AM
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CITY OF
ASHLAND `0 V DATE PO NUMBER
P 20 E MAIN ST. 4/21/2016 13486
ASHLAND, OR 97520
IFAMI
(541) 488-5300
VENDOR: 015983 SHIP TO: Ashland Computer Services
DEVELOPMENT GROUP, INC (541) 488-5339
32880 COLLECTIONS CENTER DR 90 N MOUNTAIN
CHICAGO, IL 60693 ASHLAND, OR 97520
FOB Point: Ashland, Oreqon Req. No.:
Terms: Net Dept.:
Req. Del. Date: Contact: Dan Hendrix
Special Inst: Confirming? NO
Quantity Unit Description Unit Price Ext. Price
Network switches, support and 85,031.90
maintenance, Quote #9334
Development Group Master Agreement
WSCA / State of Utah #AR233
State of Oregon Participatinq Addendum
#4723
This purchase is placed against State
of Utah Master Agreement No. AR233 and
State of Oreqon Price Agreement #4723.
The terms and conditions (T's & C's)
contained in this State of Oreqon
Participatinq Addendum apply to this
purchase and supercede all other T's
and C's, express or implied.
SUBTOTAL 85 031.90
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 85,031.90
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 710.02.05.00.70410 E 000481.300 85 031.90
Authorizes Signature F VENDOR COPY
FORM #3 CITY OF
A request for a Purchase'Ordff ASHLAND
REQUISITION Date of request: 4/15/2016
Required date for delivery:
Vendor Name _vc- Lop ~jc
qq q.
Address, City, State, Zip 9 1
CA q10 ~~!X
Contact Name & Telephone Number Z s1
Fax Number
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached _(Attach co of council communication If council approval required, attach co of CC
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) State of Or V
El Direct Award Date approved by Council: Contract #
El Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of W hi ton
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) Other govern pent agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmenta A reeEent
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication)
Description of SERVICES Total Cost
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
`a fD
9 E
a 1
4
TOTAL COST
Per attached quote/proposal n
Project Number Account Number___
AccountNumber___-__-__- AccountNumber___
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actX=-
IT IT Director in collaboration with department to approve all hardware and software purchases: Director Date Support -Ye o
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied.
i ~
Employee: h f, Department Head:
0 (Equal to or greater than $5,000)
Department Manager/Supervisor: ' ity Administrator
` (Equal to or greater than $25,000)
Funds appropriated for current fiscal year. YE$l / NO z
Finance Director- (Equal to orgre han $5,000) Date
Comments:
Form #3 - Requisition