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Page 1 of 6 PARTICIPATING ADDENDUM NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM Computer Equipment, Peripherals, and Related Services Administered by the State of Minnesota (hereinafter Lead State) Master Agreement No: MNWNC-102 Apple Inc. (hereinafter Contractor) And The State of Idaho by and Through the State Department of Education (hereinafter State) PADD 16-0010 1. Scope: This Participating Addendum (PADD) covers the Computer Equipment (Desktops, Laptops and Tablets including related Peripherals and Services) contract issued by the State of Minnesota to Contractor (Master Agreement No. MNWNC-102) for use by State agencies and other entities located in the State, as further described below. Contractor has been awarded Bands in the following categories: Band 1: Desktop Band 2: Laptop Band 3: Tablet Ruggedized equipment will be allowed in Bands 1-3. 2. Participation: Use of NASPO ValuePoint (formerly WSCA or WSCA-NASPO) cooperative contracts by agencies, political subdivisions

and other entities authorized by an individual states statutes to use state contracts are subject to the prior approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official. This PADD is for the benefit of State of Idaho agencies, institutions and departments; as well as eligible political subdivisions in Idaho. The Public Agency placing an order (Ordering Entity) will issue individual releases (Orders) against this PADD on an as needed basis for the period noted in Section 3. Public Agency means any city or political subdivision of the State, including, but not limited to counties; school districts; highway districts; port authorities; instrumentalities of counties; cities or any political subdivision created under the laws of the State of Idaho. If an Ordering Entity is purchasing under this Participating Addendum, Contractor shall assume it has the right to do so and bears no liability for unauthorized purchasers. Each Ordering Entity that places an Order under this PADD will be treated as if it is an Individual Customer. Except to the extent modified by this Participating Addendum, each Ordering Entity will be responsible to follow the terms and conditions of the Master Agreement and this PADD, and will have the same rights and responsibilities for its purchases as the Lead State has in the Master Agreement. Each Ordering Entity will be responsible for its own charges, fees, and liabilities, and will Page 2 of 6 have the same rights to any indemnity or to recover any costs allowed in the Master Agreement for its individual purchases. 3. Term: This PADD will be effective October 1, 2015, or on the first day following final executed signatures, whichever is later, and continue through March 31, 2017, unless extended, renewed or terminated earlier. 4. Configuration Dollar Limits: This PADD is not for the purchase of major hardware. The dollar limits identified below are based on a single computer configuration. This is not a restriction on the purchase of multiple configurations. The following configuration limits apply to this PADD: ITEM CONFIGURATION* Desktops $10,000 Laptops $10,000 Tablets $5,000 Peripherals $5,000 Services No Limitation *Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 5. Restrictions: This PADD is restricted to purchases of computer hardware manufactured by Contractor. Each Ordering Entity may also purchase Contractor services required for installation, maintenance, training, and upgrade of the procured hardware in accordance with Section 11. Additionally, each Ordering Entity may purchase Contractor offered peripherals, including third-party peripherals, compatible with the procured hardware. Contractor may extend contract pricing for third party peripherals; however, such peripherals will not be considered mandatory use for State of Idaho agencies. Purchases exclusively for software or printers will not be allowed via this PADD. 6. Services: The terms of the Master Agreement shall apply each time Ordering Entity engages Contractor to provide services. All services provided will be described in one or more of the following documents: (i) Service Descriptions used to describe any services purchased by an Ordering Entity; (ii) Any mutually agreed upon Statement of Work (SOW) executed by Contractor and the Ordering Entity. 7. Leasing: Ordering Entities that have the authority may finance their purchases through a lease agreement with Contractor. If financing is through a lease agreement, that agreement is separate from this Addendum and between Contractor and the Ordering Entity. 8. State Modifications or Additions to Master Agreement: Notwithstanding any provisions in the Master Agreement to the contrary, the following applies to this PADD: 8.1 Assignment: In accordance with Idaho Code 67-5726(1), no contract or order or any interest therein (i.e. this PADD or individual orders placed against this PADD) shall be transferred by the Contractor to whom such contract or order is given to any other party, without the approval in writing of the Administrator. Page 3 of 6 8.2 Amendments: Amendments to the Master Agreement (including, but not limited to extensions, renewals, and modifications to the terms, conditions and pricing) will automatically be incorporated in this PADD, to the extent that they are not in conflict with Idaho law. The PADD may be amended in writing from time to time by mutual agreement of the Parties. 8.3 Governing Law: Notwithstanding any provision to the contrary, the States PADD and all orders issued under the PADD by Ordering Entities within the State shall be construed in accordance with and governed by the laws of the State. Any action to enforce the provisions of this PADD shall be brought in State district court in Ada County, Boise, Idaho. In the event any term of this PADD is held to be invalid or unenforceable by a court, the remaining terms of this PADD will remain in full force and effect. 8.4 Administrative Fee and Quarterly Usage Report: The prices to be paid by the Ordering Entities shall be inclusive of a one percent (1%) Administrative Fee. This additional percentage represents the Ordering Entitys contract usage administrative fee. On a quarterly basis, Contractor will remit to State Department of Education, 650 W. State Street, 2nd Floor, Boise, ID 83702, an amount equal to one percent (1%) of Contractors net (sales minus credits) quarterly Contract sales. Contractor will furnish Quarterly Sales Reports substantially in the format provided under the NASPO Master Agreement. At a minimum, the Quarterly Sales Reports must identify each Idaho Ordering Entity (along with bill to/ship to addresses), date of order, quantity, item description, invoice price. Contractor will submit such Quarterly Sales Reports as shown below. These reports are due 30 days after the end of the quarter: Reporting Period Report Due Date January - March April 30 April - June July 31 July - September October 31 October - December January 31 E-mail your completed Quarterly Sales Reports to procurement@sde.idaho.gov with a copy to the Division of Purchasing at purchasing@adm.idaho.gov. Mail your check, in the amount of the Quarterly Administrative Fee, to: 650 W. State Street, 2nd Floor, Boise, ID 83702. 9. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): mailto:purchasing@adm.idaho.gov Page 4 of 6 Contractor Name Ralph Wright Address 12545 Riata Vista Circle, Austin TX 78727 Telephone 512-415-6199 Fax E-mail ralph.wright@apple.com State of Idaho Name Anthony Pirc Address 650 W. State Street, 2nd Floor, Boise, ID 83702 Telephone 208-332-6800 Fax 208-334-2228 E-mail procurement@sde.idaho.gov 10. Partner Utilization: No partners will be utilized by Contractor under this PADD. Contractor may contract with an Apple Authorized Service Provider who may perform services on its behalf. 11. Applicable Terms: The State agrees to the terms of the Master Agreement only to the extent the terms are not in conflict with the laws of the State of Idaho. 12. Orders: Any Order placed by an Ordering Entity for a Product or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement. All orders placed by Ordering Entities within the State must include the Participating State contract number: PADD 16-0010 as well as the Lead State Master Agreement number: MNWNC-102. 13. Delivery: In those situations in which the deliver-to address has no receiving dock or agents, the Contractor must be able to deliver to the location specified on the Order without additional cost. If there is a special case where inside delivery fee must be charged and is clearly specified on Ordering Entitys order, the Contractor will notify the Ordering Entity in advance so that the Ordering Entity has an opportunity to determine if the additional cost will affect the decision to utilize the Contract. 14. Records Maintenance/Audit Rights: Contractor shall maintain or supervise the maintenance of applicable purchase orders and invoices necessary to properly account for all payments made to Contractor pursuant to the PADD. These records shall be retained by Contractor for three (3) years from the date of invoice Contractor agrees to allow State and State purchasing staff access to applicable purchase orders and invoices directly related to the PADD for audit. Such access will be during normal business hours or by appointment. In the event payments under this Addendum are made from federal funds obtained by the PADD, the Contractor is responsible for compliance with applicable federal requirements imposed on those funds. 15. Order of Precedence: 15.1 The States Participating Addendum (PADD); the States PADD shall not diminish, change, or impact the rights of the Lead State with regard to the Lead States contractual relationship with the Contract Vendor under the Terms of Minnesota NASPO ValuePoint Master Agreement; Page 5 of 6 15.2 Minnesota NASPO ValuePoint Master Agreement (includes negotiated Terms & Conditions); 15.3 The Solicitation including all Addendums; and, 15.4 Contractors response to the Solicitation. 16. Accessibility Standards: Contractor's VPATs identify how Contractors Products comply with Accessibility Standards. Contractor's VPATs can be located at the following address: http://www.apple.com/accessibility/resources/. 17. Nonvisual Access Standards: Contractor's VPATs identify how Contractors Products comply with the Nonvisual Access Standards. Contractor's VPATs can be located at the following address: http://www.apple.com/accessibility/resources/. 18. Insurance: Contractor shall have the option to self-insure, as long as Contractor maintains an audited net worth (Shareholders Equity) of $100,000,000.00. 19. Payment. Provided Participating Entity or Purchasing Entity is qualified for credit with Contractor, Payment is due no later than 30 days from the invoice date. Payments may be made via a State or political subdivision purchasing card if presented at time of order. 20. Acceptance Testing: As it applies to Section B, Paragraph 28 of the Master Agreement Terms and Conditions, Contractor shall make available to the Ordering Entity a process by which the Ordering Entity can evaluate and test certain Contractor-branded hardware. Any Acceptance Testing of this type shall be pursuant to the terms and conditions of the Contractor Equipment Loan Agreement, to the extent not in conflict with Idaho law, which will be provided by the Contractor prior to Ordering Entity placing an order where Acceptance Testing would be applicable. Acceptance Testing shall be pursuant to terms and conditions mutually agreed upon by and between the Ordering Entity and Contractor. 21. Entire Agreement: This PADD and the Master Agreement No. MNWNC-102, together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed in Section 15, above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. Any different or additional provisions in purchase orders, invoices or similar documents issued by Ordering Entity at any time are hereby deemed refused by Contractor and such refused provisions will be unenforceable. No other terms and conditions shall apply, including terms and conditions listed in the Contractors response to the Solicitation, or terms listed or referenced on the Contractors website, in the Contractors quotation/sales order or in similar documents subsequently provided by the Contractor. The solicitation language prevails unless a mutually agreed exception has been negotiated and agreed to by Contractor and the State. Notwithstanding the foregoing, Contractors software license and warranty agreements shall control the use of the product. http://www.apple.com/accessibility/resources/ http://www.apple.com/accessibility/resources/ aq min COMPUTER EQUIPMENT _.. if cata TER EQU . DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD | EXHIBIT A - TERMS & CONDITIONS f WSCA-NASPO, COOPERATIVE PURCHASING ORGANIZATION MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 41. ACCEPTANCE OF TERMS AND CONDITIONS The contents of the RFP and the response of the successful i responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: 1. A Participating Entitys Participating Addendum (PA); 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) 3. The Solicitation including all Addendums; and 4. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documenis in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to alt parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are Issued. 4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the States intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re- ! issue the solicitation, whichever is in the best interest of the Lead State. : The Sourcing Team. will make a recommendation on the award of this RFP. The commissioner of Administration or I designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by i the Commissioner of Administration and the WSCA-NASPO Management Board. 5 CONTRACT NO, MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 10. 11. 12. 13. 14, 15. 16. 17. opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages to the extent provided for under this Master Agreement. . c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii, Suspend Contract Vendor from receiving future bid solicitations; and iv. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have ail of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have ail of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. DELIVERY. Uniess otherwise indicated in the Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entitys State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entitys State. INDEMNIFICATION. DELETED SEE SECTION 2C17 INDEMNIFICATION - INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17 INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. INSURANCE. Except to the extent modified by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entitys state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreements termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. | I | i | i 18. 19. 20. 24. 22. 23. 24, Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million genera! aggregate; b) Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requiremenis. Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30} days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendums effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED SEE SECTION 2B30 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entitys State. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual states statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. PAYMENT. . Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month 11 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 25. 26. 27. on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision Purchasing Card with no additional charge. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entitys public information laws. RECORDS ADMINISTRATION AND AUDIT. NEGOTIATED. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shail be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain relevant books, records, and documents, directly related to purchases made by the Purchasing Entities under to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity *the federal government (including its grant awarding entities and U.S. Compiroller General) to the extent its required by applicable federal law or rule, or is required in the grant for federal money used for purchases made under this Master Agreement, and any other duly authorized agent of a governmental agency, to audit, inspect, and examine, , relevant documents, books and records directly related to purchases made by a Purchasing Entity under this Master Agreement for the purpose of making audits, and examinations, This right shall survive for a period of five (5) years from the date of the last transaction under this Agreement to assure compliance with the terms hereof or to evaluate performance hereunder. Any inspector or auditor is subject to agreement to Contract Vendor's standard confidentiality terms upon commencement of such audit to the extent its not in conflict with any confidentiality terms provided in the Master Agreement and or the Participating Addendum. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any net overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entitys law and as specified in Participating Entity's Participating Addendum. Records will be retained longer if required by Participating Entitys law. REPORTS - SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http:/Awww.naspo.org@/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CD-Rom, jump drive or other electronic matter as determined by the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. 12 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. ACCEPTANCE AND ACCEPTANCE TESTING. NEGOTIATED. a. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Coniractors published specifications (a.k.a. Specifications). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within fourteen (14) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 14 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 15t day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. | b. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating ! Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shail prevail. 29. SYSTEM FAILURE OR DAMAGE. NEGOTIATED. SEE WARRANTY 30. TITLE OF PRODUCT. NEGOTIATED. | OWNERSHIP | Any ideas, concepis, inventions, know-how, data-processing techniques, software or documentation developed i by Contract Vendor personnel (alone or jointly with Purchasing Entity) in connection with Services provided to | Purchasing Entity (Contract Vendor Information) will be the exclusive property of Contract Vendor, except to the extent that such items are a derivative of Purchasing Entitys property. Contract Vendor grants Purchasing Entity a non-exclusive, royalty-free, non-transferable (without right to sublicense) license to use the software or other | proprietary rights in Services developed under this Agreement. Contract Vendor may provide Purchasing Entity with specific, customized or unique suggestions or information as part of the Services developed by Contract i Vendor, which suggestions or information do not have application to other Purchasing Entity of Contract Vendor | (Purchasing Entity-Owned Information). Contract Vendor will identify all Purchasing Entity-Owned Information | and furnish that information to Purchasing Entity subject to the qualifications set forth in this Agreement, and | Purchasing Entity will own all of Contract Vendor's right, title and interest in the Purchasing Entity-Owned Information. ! Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of | this Master agreement are agreed to only to the extent that the terms are not in conflict with the Participating Entities applicable laws. USE OF NAME. Neither party shall use the other's name, logo, trademarks or service marks in any advertising, communications or publications without the other party's prior written consent except for the use of Apples name for purposes of this Agreement. SOFTWARE. Purchasing Entity acknowledges that Products often contain not only hardware but also software, including but not limited to, operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, is copyrighted, and may also contain valuable trade secrets and is protected by patents. Purchasing Entity, as an end user, is licensed to use any software contained in such Products, subject to the terms of the license accompanying the Products, if any, and the applicable patent, trademark, copyright, and other intellectual property, federal and state laws of the United States. RESTRICTIONS. Unless Purchasing Entity has obtained Contract Vendor's prior written consent, Purchasing Entity, in addition to any obligations or restrictions set forth in any license, which may accompany a Product, shall not copy the software as long as its not software in the public domain. Purchasing Entity shall not disassemble, 13 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 31. 32. 33. decompile, reverse engineer, copy, modify, create derivative works thereof or otherwise change any of the software or its form. Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the terms of this Master Agreement and any software license, the terms of the software license shall control solely as to the Software covered by that license to the extent any terms of the software license are not in conflict with Purchasing Entitys applicable governing law. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. WARRANTY. NEGOTIATED. The sole warranty for a Contract Vendor Product purchased hereunder shall be the Limited Warranty. Except for the Limited Warranty, all Contract Vendor Products are sold "as is" and without additional warranty or support from Contract Vendor. All Products, other than Contract Vendor Products, are sold "as is" and without warranty or support from Contract Vendor, but may be accompanied by a manufacturer's warranty, as more particularly provided in the warranty documentation that accompanies such Products. Upon Purchasing Entity's request, Contract Vendor will provide a copy of the manufacturer's warranty accompanying Products offered by Contract Vendor under this Master Agreement or Participating Addendum. Nothing in this Master Agreement or Participating Addendum shall be construed as obligating Contract Vendor to provide any warranty-related fulfillment or support for any Products, other than Contract Vendor Products. LIMITATION OF LIABILITY. NEGOTIATED. Notwithstanding anything to the contrary to which any or all of the parties agree, that the Contract Vendor's, its principals' subcontractors', members, agents' and employees (collectively "Contract Vendor Parties") maximum aggregate liability to the State, all Participating Entities and all Purchasing Entities, as well as any and all parties claiming through the State or any Purchasing Entity or Participating Entity for all direct damages resulting from, arising out of or relating to this Agreement and alt Participating Addenda, the Products used by the State or any Purchasing Entity or Participating Entity and the Services performed under this Master Agreement and pursuant to any Participating Addendum however caused and whether arising under contract, warranty, tort (including negligence), strict liability, statute or any other theory of liability shall not exceed ten million U.S. dollars 10,000,000 in the aggregate. The limits set forth in this Section will apply whether or not a party has been advised to the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT, WHETHER AS A RESULT OR BREACH OF CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL CONTRACT VENDOR OR ANY OF THE CONTRACT VENDOR PARTIES BE LIABLE TO THE STATE, THE PURCHASING ENTITIES, THE PARTICIPATING ENTITIES (OR ANY PARTY CLAIMING THROUGH THE STATE OR ANY PURCHASING ENTITY OR PARTICIPATING ENTITY) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LOST BUSINESS PROFITS OR REVENUE, LOSS OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, OR THE COST OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) OR FOR PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT. WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY OF LIABILITY. THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE THE STATES AND EACH AND EVERY PURCHASING ENTITY'S AND PARTICIPATING ENTITY'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS AGAINST CONTRACTOR OR ANY OF THE CONTRACT VENDOR PARTIES UNDER OR RELATED TO THIS AGREEMENT AND ALL PARTICIPATING ADDENDA. THE PARTIES AGREE THAT THE FOREGOING SECTIONS REGARDING WARRANTY. INDEMNITY AND LIMITATIONS OF LIABILITY REPRESENT THE BASIS OF THE BARGAIN AND A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS MASTER AGREEMENT. 14 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A-D which can be viewed at http:/Awww.mmd.admin.state.mn.us/pdffaccessibility_standard.pdf. Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responders website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT hitp://mn.gov/oet/policies-and-standards/accessibility/#. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendors key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, In the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 15 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, i person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposai is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Lower Tier Covered Transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. Aparticipant in a covered transaction may rely upon a certification of a prospective participant in a lower tier I covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an j expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will | enhance the Master Agreement. The Lead State may request that products, other than those recommended, are | added to the Master Agreement. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already 16 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 18 award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has Its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. Minn. Stat. 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 17. 18. 19. 20. by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. it is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. INDEMNIFICATION NEGOTIATED. Provided that Purchasing Entity promptly notifies Contract Vendor in writing, gives Contract Vendor sole control over the defense and all related settlement negotiations constant with Participating Entitys applicable law, and does not compromise or settle any claims then, subject to the terms of this paragraph and the exceptions and limitations set forth below, including but not limited to Section B33, Contract Vendor will defend any proceeding or action brought by a third party against Purchasing Entity to the extent based on a claim that: (i) an Contract Vendors Product that Purchasing Entity has paid to acquire from Contract Vendor infringes a U.S. patent, copyright, trademark or misappropriates a U.S. trade secret; or (ii) personal injury or tangible property damage suffered by such third party was caused by Contract Vendor's gross negligence or willful misconduct during the performance of Services. Notwithstanding the foregoing, Contract Vendor shall not be liable or responsible for, or obligated to defend any claims or damages arising out of or related to: (a) modification of any Contract Vendor's Product; (b) combination, operation or use of the Contract Vendor's Product with any other equipment, data, documentation, items or products; (c) use of Contract Vendors Product in a manner or for a purpose, or in a location, for which it was not intended; (d) import or export of any Contract Vendor's Product in violation of applicable export control requirements, regulations or laws; (e) use or exportation of any Product(s) into any countries identified on any U.S. Government embargoed countries list; (f) use of any Contract Vendor's Product in a manner or for a purpose not authorized under the applicable license terms; (g) any other products; or (h) Purchasing Entity, its employees, agents, affiliates, subsidiaries or subcontractors negligent acts or omissions. Purchasing Entity shall promptly notify Contract Vendor, in writing, of any claim, demand, proceeding or suit of which Purchasing Entity becomes aware which may give rise to a right of defense under Section 6.1 ("Claim"). Notice of any Claim that is a legal proceeding, by suit or otherwise, must be provided to Contract Vendor within 30 days of Purchasing Entity's first learning of such proceeding. Notice must be in writing and include an offer to tender the defense of the Claim to Contract Vendor. Contract Vendor, if it accepts such tender, may take over sole control of the defense of the Claim. That control includes the right to take any and all actions deemed appropriate by Contract Vendor in its sole discretion to resolve the Claim by settlement or compromise. Upon Contract Vendor's acceptance of tender, Purchasing Entity will cooperate with Contract Vendor with respect to such defense and settlement. If a Claim is settled and to the extent permitted by law, neither party will publicize the settlement and will make every effort to ensure the settlement agreement contains a non-disclosure provision. In the event of a Claim, Contract Vendor may at its sole option (but shall not be obligated to): (i) procure for Purchasing Entity the right to continue use of the applicable Contract Vendors Product(s); (ii) replace the applicable Contract Vendor's Product(s); (iii) modify the applicable Contract Vendor's Product(s); or (iv) refund the amount paid by Purchasing Entity to Contract Vendor for the applicable Contract Vendors Product, less depreciation. THE FOREGOING CONSTITUTES PURCHASING ENTITY'S SOLE AND EXCLUSIVE REMEDY AND CONTRACT VENDOR'S ENTIRE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS SECTION C17. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. LAWS AND REGULATIONS. Any and ail services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards : 19 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 21. 22. 23. 24. a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: e aContract Vendor is unable or potentially unable to render impartial assistance or advice to the State; e the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or e the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administrations Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms Contract,"*Contract Vendor, Master Agreement, Master Agreement Administrator and Contract Administrator modified appropriately to preserve the States rights. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures ail of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS), Network Components shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; Applications shall include, but are not limited to, all purchased and custom external (web) applications. Servers shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. Cardholder Data shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholders account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the 20 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 25. 26. 27. dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. PREFERENCE. Targeted/Economically Disadvantaged.|In accordance with Minn. Stat. 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economicaily disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Etigible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the Materials Management Divisions web site at www.mmd.admin.state.mn.us under Vendor Information, Directory of Certified TG/ED Vendors. To verify TG eligibility for preference, refer to the Materials Management Divisions web site under Vendor Information, Targeted Groups Eligible for Preference in State Purchasing or call the Divisions HelpLine at 651.296.2600. Reciprocal Preference. In accordance with Minn. Stat. 16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shail be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this solicitation and include it in your response. Veteran. In accordance with Minn. Stat. 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or (3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat. 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response. If responder Is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the States Authorized Representative and the States Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the States opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 21 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. 28. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process an individual purchase order, The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract 29. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: reject any and ail responses received; select, for Master Agreements or for negotiations, a response other than that with the lowest cost; waive or modify any informalities, irregularities, or inconsistencies in the responses received; negotiate any aspect of the proposal with any responder and negotiate with more than one responder; request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement. ~eao7D 30. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent. 31. SEVERABILITY. if any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 32. STATE AUDITS (Minn. Stat. 160.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject | to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 33. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: Indemnification, Hold Harmiess and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. 34, TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. 13.37 22 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. Vso ea el ted COOPERATIVE PURCHASING ORGANIZATION min COMPUTER EQUIPMENT as fi cote TER EQU DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B PRICING 1. BAND(S) AWARDED: Band 1:Desktop Band 2:Laptop Band 3: Tablet j | i } [ f t i i | i 2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied fo all quantity one procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. The Apple pricing represents minimum discounts from Apple Consumer List Price (MSRP). i 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to I verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. | The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions 6. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULK/VOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested. Apple offers a variety of volume discounts via multi-pack purchases. Additional discounts based on order quantity and other competitive factors will be made available to eligible purchasers on a case-by-case basis. The WSCA Store provides customers the ability to contact Apple for additional information on quantity discounts. Additional savings are | expected when competing awarded vendors for volume pricing. i 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations: | http:/Avww.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages i without any signing additional documents. 10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade-Ins. 23 CONTRACT NO. MNWNG-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. ! 11. 12. 13. 14, SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter In to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the deliver-to address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. DELIVERY. Contract Vendor will use commercially reasonable efforts to deliver product within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 24 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC, * Wahler a PS) ted COOPERATIVE PURCHASING ORGANIZATION COMPUTER EQUIPMENT _ ... innesota 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B PRICING SCHEDULE 1. BASELINE PRICE LIST: APPLE CONSUMER LIST MSRP eds Rel Bias 2. BAND DISCOUNTS - (CATEGORY EXCEPTIONS APPLICABLE IN ALL BANDS) CATEGORY TNT Oe __ |__ DISCOUNT BAND 1 DESKTOP a ky BAND 2 LAPTOP BAND 3 TABLET CATEGORY EXCEPTIONS: Specialty Products, Promotional, selected accessories/peripherals IMPORTANT: The minimum discount is provided, refer to Contract Vendors Website for any additional discounts and request a quote for bulk/volume discounts. 3. THIRD PARTY PRODUCTS - (APPLICABLE IN ALL BANDS) i 4 | 0% 4. SERVICES 0% Prediscounted on the Product and Service Schedule Services are at the option of Participating States. Participating Addendums by each State may address service agreement terms and related travel. States may negotiate additional services. Customer may purchase warranty upgrades for certain 5. LEASING The Participating Addendum executed may identify if and how leasing agreement terms will be conducted. ADDITIONAL DISCOUNTS - Call for discounts on bulk/volume purchases. Apple offers a variety of volume discounts via multi-pack purchases. Additional discounts based on order quantity and other competitive factors will be made available to eligible purchasers on a case-by-case basis. The WSCA Store provides customers the ability to contact Apple for additional information on quantity discounts. Multipack discounts are available to Government and Education purchasing customers under this Master Agreement. 25 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. WET NT Cite COOPERATIVE PURCHASING ORGANIZATION COMPUTER EQUIPMENT _.... a innesota 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C - PRODUCT AND SERVICE SCHEDULE (PSS) MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales. The Contract Vendor will maintain a URL to a web site specific the WSCA Master Agreement (WSCA Store). Contract Vendor's products and services that will be offered will be listed on that price list/dedicated webpage. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME DATE: BASELINE PRICE LIST: LINK: BAND Part#-SKU# | MANUFACTURER DESCRIPTION MINIMUM CATEGORY DISCOUNT CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 ZZZZZZZ LAPTOP CART 10% 2TM 3 123A | ABC SUPER TABLET 25% 3A THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Master Agreement restrictions of third party products include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. Contract Vendor cannot knowingly offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. 26 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. I i 4 i 1 i 1 ! i i 4 i | ' i if \WSCA-NASPO, COOPERATIVE PURCHASING ORGANIZATION min COMPUTER EQUIPMENT __.. fiir a 2014-2019 . DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D - WEBSITE 1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a) Baseline Price List and historic versions b) Approved Product and Service Schedule (PSS) c) Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d) Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved e) Link to the WSCA-NASPO EmarketCenter f) Online ordering capability with the ability to remember multiple ship to locations if applicable to product g) Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h) Sales representatives for participating entities i) Purchase order tracking ]) Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k) Additional Terms may not be posted on the Website without written approval of the Lead State |) Link to the WSCA-NASPO EmarketCenter if a State is participating m) information on accessibility and accessible products n) If participating in Premium Savings Package Program, lead with these products and display prominently on the website 0) Links to environmental certification, including but not limited to take-back/recycling programs, p) Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf. q) Service options, service agreements for negotiations when allowed by a participating addendum r) EPEAT, Energy Star, etc. s) Link to Signed Participating Addendums t) Link to Signed Master Agreement u) Link to solicitation and Response TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. ar CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. if Whe eines COOPERATIVE PURCHASING ORGANIZATION fit ata ee eitione .. DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement # with (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: (Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: ___Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED ___ Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed ___ Third Party Product Addition Provide warranty Guarantee ___ Marketing Approval Attach Materials for review ___ Material Website Change Describe and provide link for review ___ Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: 28 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. = min COMPUTEREQUIPMENT fii ete 2014-2019 . DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E - ACTION REQUEST FORM (ARF) if WSCA-NASPO) COOPERATIVE PURCHASING ORGANIZATION ACTION REQUEST FORM LOG Submit updated Action Log with each update. Log must provide history of previous update. CONTRACT VENDOR: Contact Name and Email (for questions): DATE: DATE DATE SUBMITTED ACTION REQUESTED: APPROVED 29 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. ia innesota DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F - REPORTING COMPUTER EQUIPMENT _ ... 201 f WSCA-NASPO, COOPERATIVE PURCHASING ORGANIZATION 4-2019 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter. DU! Qt farcl 34 january Apri Q2 April 4 June 30 July 31 Q3 July 1 September 30_| October 31 Q4 October 1 December 31 | January 31 REQUIRED REPORTS: Report Name 41 | WSCA-NASPO Administrative Fee Submitted to | Purpose & Submittal WSCA- NASPO Identify total sales and administrative fee due to WSCA- NASPO 1) Go to: http:/Awww.naspo:orgWNCPO/Calculator.aspx 2) Complete all contract report information fields 3) Enter total sales per State or Select "no sales for quarter checkbox 4) Click on Submit button 2 | WSCA-NASPO Detailed Sales WSCA- NASPO Detailed sales data by line item. Currently via an Excel Report template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 | Participating States Participating }| Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 | Participating Addendum Status WSCA- Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 | Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. Quarterly Updates of PSS and Self Lead State Audit 30 CONTRACT NO. MNWNC-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC. Utilize the Action Request Form (ARF) | i I i | I | i COMPUTER EQUIPMENT ... innesota 2014-2019 DEPARTMENT OF ADMINISTRATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G - DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. rt} 7 WiAKe Nt aes COOPERATIVE PURCHASING ORGANIZATION EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 341 CONTRACT NO. MNWNG-102 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT APPLE INC, 2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard - the IEEE 1680 EPEAT standard and website www.epeat.net to identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard