state of michigan central procurement services …jun 01, 2014  · form no. dtmb-3522 (rev. 4/2012)...

69
STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES Department of Technology, Management, and Budget 525 W. ALLEGAN ST., LANSING, MICHIGAN 48913 P.O. BOX 30026 LANSING, MICHIGAN 48909 CONTRACT CHANGE NOTICE Change Notice Number 3 to 071B4300136 Contract Number [email protected] Ashley Adrian Mike Breen [email protected] Paul Somers Vernon Hills, IL 60061-9740 CDW GOVERNMENT INC CV0017662 312-705-9567 230 N. Milwaukee Avenue (517) 249-0428 STATE Program Manager Contract Administrator CONTRACTOR DTMB 517-284-7454 DTMB [email protected] $15,000,000.00 June 1, 2014 May 31, 2020 PRE-QUAL PROGRAM CISCO SYSTEM CONTRACT - VARS May 31, 2019 INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE 0 - 0 Year PAYMENT TERMS DELIVERY TIMEFRAME ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING P-Card PRC Other Yes No MINIMUM DELIVERY REQUIREMENTS DESCRIPTION OF CHANGE NOTICE OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE 6 months December 31, 2020 CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE $0.00 $15,000,000.00 Effective with mutual signature mutual signature the contract is amended to add 6 months of extended time to the contract to 12/31/2020 per CISCO, NASPO and UTAH agreement adding additonal time to the contract due to the virus and the inability of requestors to complete new contract arrangements for the potential purchase of CISCO products, services, or consulting. All other terms and condtions remain the same. INITIAL EXPIRATION DATE INITIAL EFFECTIVE DATE DESCRIPTION CONTRACT SUMMARY

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Page 1: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

STATE OF MICHIGANCENTRAL PROCUREMENT SERVICESDepartment of Technology, Management, and Budget525 W. ALLEGAN ST., LANSING, MICHIGAN 48913P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3

to071B4300136Contract Number

[email protected]

Ashley Adrian

Mike Breen

[email protected]

Paul Somers

Vernon Hills, IL 60061-9740

CDW GOVERNMENT INC

CV0017662

312-705-9567

230 N. Milwaukee Avenue

(517) 249-0428S

TA

TE

Pro

gram

M

anag

erC

on

tract A

dm

inistrato

r

CO

NT

RA

CT

OR

DTMB

517-284-7454

DTMB

[email protected]

$15,000,000.00

June 1, 2014 May 31, 2020

PRE-QUAL PROGRAM CISCO SYSTEM CONTRACT - VARS

May 31, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

0 - 0 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ NoMINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 6 months ☐ December 31, 2020

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $15,000,000.00

Effective with mutual signature mutual signature the contract is amended to add 6 months of extended time to the contract to 12/31/2020 per CISCO, NASPO and UTAH agreement adding additonal time to the contract due to the virus and the inability of requestors to complete new contract arrangements for the potential purchase of CISCO products, services, or consulting. All other terms and condtions remain the same.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

Page 2: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed
Page 3: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. OTMB-3522 (Rev. 4/2012)AUTHORITY: Act 431 of 1984 COMPLETION: RequiredPENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 30026, LANSING, Ml 48909

OR530 W. ALLEGAN, LANSING, Ml 48933

CHANGE NOTICE NO. 1to -

CONTRACT NO. 071B4300135

BetweenTHE STATE OF MICHIGAN and

NAME & ADDRESS OF CONTRACTOR: ,: ■; PRIMARY CONTACT ; . EMAIL . •

CDW Government LLC

230 N. Milwaukee Avenue

Vernon Hills, IL 60061-9740

Tom Stein tomstie(S)cdwE.com

;;V;>'v ;::;TELEPHbNE';-';.;:V-'^ i; 'c o n tr a c to r #, MAIL CODE

(312)705-6229

STATE CONTACTS;; - AGENCY ■y; NAME i;' ;. ;-: PHONE : V ' v ' - eMai l

CONTRACT COMPLIANCE y . - INSPECTOR: DTMB Jack Harris 517-241-9850 [email protected]

BUYER:' DTMB Mike Breen 517-284-7002 [email protected]

DESCRIPTION: Cisco System Contract - VARS

11 Nifi A i ;INlTjAL EXPIRATION

DATE

INITIAL AVAIIABLE

OPTIONS ’

EXPIRATION DATE BEFORE CHANGE{S) NOTED^

June 1, 2014 May 31, 2019None

May 31, 2019

p m m e n t te r m s ; F.O.B SHIPPED SHIPPED FROM : ■

N/A N /A N/A N/A

ALTERNATE PAYMENT OPTIONS: ; v AVAILABLE TO MiDEAL PARTICIPANTS

□ P-card □ Direct Voucher (DV) □ Other E l y e s □ NOMINIMUMDELIVERY REQUIREMENTS:

N/A

»i *g ^^^^M| DESCBICTONpf-:CHANGE;NpTl!CEv'»^ 3 ^^ «i S f; EXTEND CONTRACT; :

EXPlRAflON DATE iEXERCISE CONTRACT, if ?pi^pN YEAR(si 51' EXTENSION BEYOND , ;.

CONTR^ di lON i\MLENbm'pF'f-f;'ii'ropflpN/E ENS ^ A^ER 'change'|i|t

No QYes • □ □;; 5-j: y44.UE/COSTOF CHANGE NOTICE: i ESTIMATED REVISED AGGREGATE CONTRACT VALUE:

$0.00 $15,000,000.00

Effective November 4, 2014, the attached language replaces that in the original contract section 4.2.4

Page 4: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

INSURANCE in its entirety for purposes of clarification. All other pricing, terms and conditions remain the same. Per vendor and agency agreement, and DTMB Procurement approval.

Change Notice Number: 1 Contract Number: 071B4300136

For the Contractor:

Amanda Ewertowski, Sr. Program Manager Contract Administrator CDW Governm^pt LLC

Date

For the State:

U

Slia/on Maynard,

Sourcing Director, DTMB Procurement State of Michigan

i l I I S '

Date

Page 5: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

4. INSURANCE4.1 CoverageContractor shall purchase and maintain insurance at Contractor’s expense for at least the following types and amounts of insurance coverage, which amounts shall be not less than any limits set forth in this Section 4.1 or required by law, whichever is greater:(a) Commercial General Liability Insurance (including premises/operations liability,independent contractors liability, contractual liability, products liability, completecf Operations ' liability, broad form property damage liability, personal injury liability and extended bodily injury and death coverage) in a minimum amount of $1,000,000 per occurrence and $2,000,000 aggregate combined single limit for bodily injury or death, personal injury or plnperty damage.(b) Workers Compensation Insurance (including workers’ disability compensation, disability benefit and other similar employee benefits) covering Contractor’s employees in an amount not less than the limits required by law and Employers Liability Insurance covering Contractor’s employees in an amount not less than $500,000 per occurrence. A non-resident Subcontractor shall have insurance for benefits payable under Michigan’s Workers’ Disability Compensation Law for any employee resident of and hired in Michigan; and as respects any other employee protected by workers’ disability compensation laws of any other State, Contractor and its Subcontractors shall have insurance or participate in a mandatory State fund to cover the benefits payable to any such employee. The Workers Compensation policy must include a waiver of subrogation, except where a waiver is prohibited by law.(c) Professional Liability Insurance and privacy and security liability issued to and covering the liability of Contractor for errors or omissions committed by Contractor, its agents and employees, in the performance of this Contract. Coverage shall Include information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability. The policy shall have limits of liability of not less than $3,000,000 per claim or wrongful act and in the aggregate..(d) Commercial Automobile Liability Insurance including coverage for owned, hired and non- owned vehicles with a combined single limit minimum of $1,000,000 per occurrence for bodily injury, and property damage or as required by law. Contractor may self-insure.(e) Umbrella Liability Insurance in a minimum amount of $5,000,000, which shall apply, at a minimum, to the insurance required by Sections 4.1 (a) and (e).The insurers selected by Contractor shall have an A.M. Best rating of "A" or better and a financial size of VII or better, or as otherwise approved in writing by the State. Contractor may use any combination of primary and excess to meet required total limits.

4.2 SubcontractorsExcept where the State has approved in writing a Contractor subcontract with other insurance provisions, Contractor shall endeavor to require all of its Subcontractors hereunder to purchase and maintain the insurance coverage as described in Section 4.1 for each Contractor in

Page 6: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

connection with the performance of work by such Subcontractors. Alternatively, Contractor may include anySubcontractors under Contractor’s insurance on each coverage required in Section 4.1.

4.3 Certificates of Insurance and Other Requirements

Within thirty (30) days after the Effective Date of this Contract, Contractor shall furnish to thePurchasing Operations cerfificate(s) of insurance verifying insurance coverage or providing . satisfactory evidence of self-insurance as required in this Section (the “Certificates”). If any of the insurance required herein is cancelled or nonrenewed, Contractor shall replace such insurance so that there is no lapse in coverage, and shall provide to the Purchasing Operations a revised certificate of insurance evidencing same. Within thirty (30) days following the execution of this Contract, and every year thereafter, the Contractor shall provide evidence that the State of Michigan, its departments, divisions, agencies, offices, commissions, agents, officers and employees are included as additional insureds, but only to the extent of liabilities assumed by Contractor as set forth in Section 5 of this Contract, under each commercial general liability, umbrella liability, and privacy and security liability (cyber liability) policy. In the event the insurer’s attorney is asked to represent the State, the insurer’s attorney may be required to be designated as a Special Assistant Attorney General by the Attorney General of the State of Michigan. Contractor shall maintain all required insurance coverage throughout the term of the Contract and any extensions thereto and, in the case of claims-made Commercial General Liability policies, shall secure or renew tall coverage for at least three (3) years following the expiration or termination for any reason of this Contract. The minimum limits of coverage specified above are not intended, and shall not be construed; to limit any liability or indemnity of Contractor under this Contract to any indemnified party or other persons. Contractor shall be responsible for all deductibles with regard to such insurance.

Page 7: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. DTMB-3522 (Rev. 4/2012)AUTHORITY: Act 431 of 1984 COMPLETION: RequiredPENALTY: Contract will not be executed unless form Is fifed

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 30026, LANSING, Ml 48909

OR530 W. ALLEGAN, LANSING, Ml 48933

NOTICEOF

CONTRACT NO. 071B4300136b e tw e e n

THE STATE OF MICHIGANan d

NAME & ADDRESS OF CONTRACTOR: PRIMARY CONTACT EMAIL

CDW Logistics, Inc.

230 N. Milwaukee Avenue

Vernon Hills, IL 60061-9740

Tom Stein tomstiePcdwg.com

TELEPHONE CONTRACTOR #, MAIL CODE

(312) 705-6229

STATE CONTACTS AGENCY NAME PHONE EMAIL

CONTRACT COMPUANCE INSPECTOR: DTMB Jack Harris 517-241-9850 Harrisi8Pmichigan.gov

BUYER: DTMB . Mike Breen 517-284-7002 breenmPmichigan.gov

CONTRACT SUMMARY:DESCRIPTION: Cisco System Contract - VARS

INITIAL TERM EFFECTIVE DATE INITIAL EXPIRATION DATE AVAILABLE OPTIONS

5 years June 1, 2014 May 31, 2019 None

PAYMENT TERMS F.O.B SHIPPED SHIPPED FROM

N/A N/A N/A N/A

ALTERNATE PAYMENT OPTIONS: AVAILABLE TO MiDEAL PARTICIPANTS

□ P-card □ Direct Voucher (DV) □ Other S YES □ NOMINIMUM DELIVERY REQUIREMENTS:

N/A

MISCELLANEOUS INFORMATION:

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $15,000,000.00

Page 8: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. DTMB-3522 (Rev. 4/2012)AUTHORITY: Act 431 of 1984 COMPLETION: RequiredREALTY: Contract will not be executed unless form Is filed

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 30026, LANSING, Ml 48909

OR530 W. ALLEGAN, LANSING, Ml 48933

CONTRACT NO. 071B4300136b etw een

THE STATE OF MICHIGANand

PRIMARY CONTACT EMAIL

Tom Stein tomstie^cdwg.com

TELEPHONE CONTRACTOR #, MAIL CODE

(312) 705-6229 (2) 36-4230110 (000)

NAME & ADDRESS OF CONTRACTOR:

CDW Government LLC

230 N. Milwaukee Avenue

Vernon Hills, IL 60061-9740

STATE CONTACTS AGENCY NAME PHONE EMAIL

CONTRACT COMPLIANCE INSPECTOR; DTMB Jack Harris 517-241-9850 Harrisi8(®michiean.gov

BUYER: DTMB Mike Breen 517-284-7002 [email protected]

CONTRACT SUMMARY:

DESCRIPTION: Cisco System Contract - VARS

INITIAL TERM EFFECTIVE DATE INITIAL EXPIRATION DATE AVAILABLE OPTIONS

5 years June 1, 2014 May 31, 2019 None

PAYMENT TERMS F.O.B SHIPPED SHIPPED FROM

N/A N/A N/A N/A

ALTERNATE PAYMENT OPTIONS: AVAILABLE TO MiDEAL PARTICIPANTS

n P-card □ Direct Voucher (DV) □ Other YES n NO

MINIMUM DELIVERY REQUIREMENTS:

N/A

MISCELLANEOUS INFORMATION:

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $15,000,000.00

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation #084R4300026. Orders for delivery will be issued directly by the Department of Technology, Management & Budget through the issuance of a Purchase Order Form.

Page 9: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form Nd. OTMB-3C22 (Rev, 4/2012)

Notice of Contract#: 071B4300136

FOR THE CONTRACTOR:CDW Government LLC

Sianatum * ' -Bill PAmhie, IT Division DirectorAuthorized Agfenf Signature Name/Title

Tara K. Barbieri DTMB ProcurementAuthorized Agent (Print or Type) Enter Name of Agency27 June 2014

Date Date

%:

Updated 8/20/2012

Page 10: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Retain with File CONT

Buyer _

Contract #07 IB

T WORK ORDER - CHANGE NOMCE

Purchase Order # _______ _______

Contract Administrator H z P 7 /D

Path: _

R F P #

R E Q #

P R F #

DSee Footer

UMERGER/FEIN/and/or NAME CHANGECreate new contract cover sheet & attachments

Date Subm itted:______________ Need B y :___

Support S ta ff:________________ D a te :_______

D CHANGE NOTICE #_Date Subm itted:______

Support S ta ff:________

Need By:

Date:

□Extension/Option: _(#) days/months/years(circle one)

Effective Date:

□Increase: $ □ Standard Language

Effective Date:

Board Approval Date: _

D T o ta l Estimated Contract V a lu e :___________

□ S c o p e Change

E-mail CHANGE NOTICE:□ E -m ail Vendor Acknowledge

Q E -m a il CCI/Agency Purchasing

yS X is tserv \

Other '

n AUTHORITY:□ Vendor Contact

Dated

□ DTM B/Procurem ent

□ Agency Contact_____

Dated

OlF CONTRACT COMPLIANCE REPORT COMPLETED:

Date C C I Report Com pleted:_________________

SPECIAL INSTRUCTIONS:

'‘Change Buyer to:

INTERNAL COMMENTS:

Shared\common\Resources\Work Forms and InstructionsUvorkorder form 10/l/2013.doc

Page 11: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Retain with File C O N T R A C T J ¥ O R K O R D E R - C O N T R A C T /P U R G H A S E O R D E R

Buyer

Contract #07 O O j ^

Purchase Order #

Contract Administrator

Path: _

R F P #

R E Q #

P R F #

O See Footer

Type o f Document:OCONTRACT/PO

Insurance Letter: Y or NDate Subm itted:________

Support S ta ff:__________

Need By:

Date:

O P R O M P T PAYMENT DISCOUNT:

EFT READY: YorN

ADMIN FEE: Y or N Percentage: %

EXTENDED PURCHASING:M iD E A L : ^ ^ r N

Other States^olitical Subdivisions: Y or N

Employees: Y or N

ALTERNATE PAYMENTI I P-Card Q Direct Voucher H]] Other

ONOTICE OF CONTRACT(Created after receipt of signed contract)

Date Subm itted:__________ Need By:

Support S ta ff:____________ D a te _____

PAR SCORE’.1 = L o w Risk

2 = Moderate Risk3 = Important Risk

4 = H igh Risk

OCONTRACT COMPLIANCE REPORT FREQUENCY:

Scheduled Quarterly □

Scheduled Semi-Annual □

Scheduled Annual □

Other: □

E-MAIUMAIL EXECUTED CONTRACT:Date M ailed:_______________ By:__________

□ CCI/Agency Buyer

□ Contractor

□ Extended Purchasing (M ary Hanses)

□ Listserv

SPECIAL INSTRUCTIONS:

INTERNAL COMMENTS:

Shared\commonlResources\Work Forms and InstructionsUvorkorder form 10/1/2013 doc

Page 12: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. DTMB-3522 (Rev. 4/2012)AUTHORITY: Act 431 of 1984 COMPLETION: RequiredPENALTY: Contract vnl) not be executed unless form is filed

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 30026, LANSING, Ml 48909

OR530 W. ALLEGAN, LANSING, Ml 48933

NOTICEOF

CONTRACT NO. 071B4300136 between

THE STATE OF MICHIGANand

NAME & ADDRESS OF CONTRACTOR; PRIMARY CONTACT EMAILCDW Logistics, Inc. Tom Stein tomstieOcdwg.com230 N. Milwaukee Avenue TELEPHONE CONTRACTOR #, MAIL CODEVernon Hills, IL 60061-9740 (312) 705-6229

STATE CONTACTS AGENCY NAME PHONE EMAILCONTRACT COMPUANCE INSPECTOR: DTMB Jack Harris 517-241-9850 Harrisi80michigan.govBUYER: DTMB Mike Breen 517-284-7002 breenmOmichigan.gov

CONTRACT SUMMARY:

DESCRIPTION: Cisco System Contract - VARSINITIAL TERM EFFECTIVE DATE INITIAL EXPIRATION DATE AVAILABLE OPTIONS

5 years June 1, 2014 May 31, 2019 NonePAYMENT TERMS F.O.B SHIPPED SHIPPED FROMN/A N/A . N/A N/AALTERNATE PAYMENT OPTIONS: AVAILABLE TO MiDEAL PARTICIPANTS

□ P-card □ Direct Voucher (DV) □ Other lEl YES □ NOMINIMUM DELIVERY REQUIREMENTS:N/AMISCELLANEOUS INFORMATION;

N/AESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $15,000,000.00

Page 13: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. DMB 234 (RftV. 1/96)AUTHORITY: Act4Mof19M COMPLETION: RequfradPENALTY: Contract wit not bo executed tmloss form is Hied

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 30026, LANSING, Ml 48909

OR530 W. ALLEGAN, LANSING, Ml 48933

CONTRACT NO. 071B4300124

betweenTHE STATE OF MICHIGAN

andNAME & ADDRESS OF CONTRACTOR Cisco Systems Inc. (“Contractor” or “Cisco”)170 West Tasman Drive San Jose, California 95314

Email: aferiliSlcisco.com

TELEPHONE Gigi Peril (408)424-0712CONTRACTOR NUMBER/MAIL CODE

BUYER/CA (517)284-7002 Michael BreenContract Compliance Inspector: Jack Harris (617) 241-7565Cisco Customer Premises Equipment (CPE) - WIIDEAL & StatewideCONTRACT PERIOD: 5vrs. From: June 1,2014 To: May 31,2019TERMS

N/ASHIPMENT N/AF.O.B.

N/ASHIPPED FROMN/A

ALTERNATE PAYMENT OPTIONS: P-card Direct Voucher (DV) D Other

MINIMUM DELIVERY REQUIREMENTS N/AMISCELLANEOUS INFORMATION;

THIS CONTRACT IS EXTENDED TO AUTHOR (www.michigan.gov/mideal).

PARTICIPATING ADDENDUM

IIZED MiDEAL MEIVIBERS

NCE (WSCA) CISCO NETWORKING'agreementt Ref. No. AR-233]

Under WESTERN STATES CONTRACTING ALLIA COMMUNICATIONS & MAINTENANCE MASTER / (“WSCA Master Agreement") [State of Utah Contrac

Estimated Contract Value; $1.00

All terms and conditions of the Invitation to bid are made a part hereof.

FOR THE CONTRACTOR:______Cisco Systems, Inc.F [m Name,

____ ......................................AuttjOTizea A^nt,Sf^nature

________ P h il Lozano__________Authorized Agent (Print or Type)

______ May 21, 2014________

Date

APPROVED BY LEGAL

SignatureJeff Browlrflde, Chief Procurement Officer

Name/TitleDTMB, Procurement

Page 14: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

CONTRACT #071B4300124

PARTICIPATING ADDENDUMWSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19 Administered Ey the State of Utah (hereinafter “Lead State”)

MASTER AGREEMENT Cisco Systema, Inc.

(hereinafter “Contractor” or "Ciaco")

Master Agreement No: AR233

And

STATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENTP.O. BOX 3002S, LANSING, Ml 48909

' . r OR.1 530 vy. Xd-LEGAN, LANSING, Ml 48933 ’ :

.-.T?- [(hereinafter “Participating Stkle/Entity") - ■Pagc 1 of 15

1. Scope: Contractor and the Division Purchaspag and General Services, an agency of the Lead Slate have executed State Cooperative Contract Contract Number AR233 for Data Communications Products and Services 14-19 (*WSCA-NASPO Master Price Agreement’ or "Master Agneemenn. The Master Agreement, as now or hereafter amended, Is Incorporated into this addendum fPartidpaUng Addendum”) as if set forth at length. This Paitidpaling Addendum covers the Data Communications Products and Services contracts led by the State of Utah for use by state agencies and other entires located In the Partidpating SlatefEntlty authorized by that state's statutes to utilize stato/entity contracts with the prior approval of the state's chief procurement official. CapHallzed terms not defined in this Participating Addendum shall have the meaning safforth in the Master Agreement. To the extent of a conIHct of terms between the Master Agreement and this Participating Addendum, the order of precedence set forth In Section 1 of Attachment A of the Master Agreomont shall app^.

2. Participation: Use of specific WSCA-NASPO cooperative contracts by agencies, pdttical subdivisions and other enlilies (induding cooperatives) authorized by an indvidual state's statutes to use state/entity contracts are subject to the prior approval of the respective Slate Chief Procurement CMfidal. Issues of Interpretation and eligibafty for partidpaSon are sofely within the authority of the State Chief Procurement Official.

Michigan Public Act 431 of 1984 as amended gives the Chief Procurement Officer, of the Department of Technology, Management and Budget Procurement Division the authority and responsibility for the procurement of goods, services, supplies, and equipment and Information technology for all State of Michigan Executive Depaitments and agencies.This Pariidpating Addendum is available for use by State agencies, local public bodies, Including poliilcat stft}drvisions, public K-12 schools, higher education institutions and non-profit organizations; provided, however, that all authorized rKm-stale pirchasers who wish to use Uils Partidpatfng Addeixlum must be registered, active members of the MiDeal Program at htlD:/ftvww.michioan.QDv/kicak>ov/0,4602.7-194-28994— ■OO.himl.

Page 15: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

CONTRACT #07184300124

3. PartfdDatinq State fttodificatlons or Addftlons to Master AoreemenL'(These modilfcafitMis or additions apply only to actions and relationships within the Participate Sfate/Entity, This section is to be drafted by the Parflclpatirjg State/Entity and re<iuires the entity to disclose end incorporate the provisions expressly marrdated by state constftulion or applicable law In contracts executed by the Participating StateyEntity.)

4. State -SoedTic Constitutional & Statutory Requirements

4.1 FEDERAL AND STATE CONTRACTUAL REQUIREMENTS

4.1.1 NoftdiscriininaiionIn the perfontiance ot thfe Contract, Contractor agrees not to discrlitiinele agaSnst any

employee or applicant for employment, with respect to his or her hire, tenure, terms, conditions or prtWIeges of emi oymenl, or any matter directly or indirectly related to employment, because of race, color, religton, naftonai origin, ancestry, age, sex, height, weight, marital status, physical or mental disability. Contractor further rees that every subcontract entered into Iw the performance of any contract O' purchase order resulting here from wBI contain a provision requirtog non-discrimination in employment, as herein specified, binding upon each Subcontractor. This covenant is requred pursuant to the Elliot Larsen Civil Rights Act, 1976 PubBo Act 453, as amended. MCL 37,2101, ef seq. and tee Persons with DisaWlities CMl Rights Act, 1976 PubBc Act220, as amended, MCL 37.1101, of seq., and any breach thereof may be regarded as a material breach of this Contract.

4.1.2 Unfair Labor PracticesPurmiant to 1980 Public Act 278, as amended, MCL 423.231, et seq., the Stale shall not

award a contract or subcontract to an employer whose name appears in the current register of employere facing to correct an unfair labor practice compiled purauani to seclfon 2 of the Act. This fofomiatlon is compiled by the United Stales National Labor Relahfons Board. A contractor of the State, in relation to the Contract, shall not enter Into a conlrad with a Subcontractor, manufacturer, or supplier v/hose name appears in this register. Pursuant to section 4 of 1980 Public Act 278, MCL 423.324, the Stale may void any Contract if, subsequent to award of tee Contract, the name of Contractor as an employer or the name of the Subcontractor, manufaciurer or supplier of Contractrx’ appears in (he register.

4.1.3 Disetosure of LHIoatlon(a) Disclosure. Contractor must dKclose any material criminal |[tl9 alfon, investigations or

proceedings fovoivtng the Contractor (and each Subcontractor or any of its officers or directors. In addition, each Contractor (and each Subcontractor) must notify the State of any material civil litigation, arbllratton or proceedfog which arises during the term of the Contract and exten rms thereto, to v/hich Contractor (or, to the extent Conhactor is aware, any Subcontractor hereunder) is a party, and which invofves: (i) disputes (hat mfgfrt reasonably be expected to adversely affect the viability or financial stability of Contractor or any Subcontractor hereunder; or (ii) a claim or written altegaflon of fraud against Contractor or, to the extent Contractor is aware, any Subcontractor hereunder by a governmental or public eniity arising out of teeir business dealings with governmental or pul k; entities. Any such Iltigatfon, investigatten, arbitration or other proceedirrg (collectively, "Proceeding") must be disclosed in a written statement to the Contract Compliance inspector within thirty (30) days of its occurrence. Details of settlements which are prevented from disclosure by the terms of the settlement may be annotated as such, Informirtlon provided to the Slate fr<mi Contractor's publicly filed documents referencing its tnaferial lltigallen will be deemed to satisfy the requirements of INs Section 4.1.3(a).

(b) Assurances. In the event that any such Proceeding disclosed to the State pursuant to this Section, or of wteich tee State olhervrise becomes avrare, during tee term of this Contract would cause a reastmable party to be concerned about:

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(i) the ability of Contractor (or a Subcontractor horognder) to continue to perform this Contract in accordance with its terms and conditions, or

(|i) vWiother Contractor (or a Subcontractor hereunder) in performing Services for tho State Is engaged In conduct which is simSar in nature to conduct alleged in such Proceeding, which conduct would conslltule a breach of this Contract or a vlotation of Michigan law, regulations or public policy, then Contractor Shan be required to provWe the State all reasonable assurances requested by the State to demonstrate that (A) Contractor and/or Us Subcontractors hereunder will be able to continue to perform this Contract and any Statements of Work In accordance with its terms and conditions, and (B) Contractor and/or its Subcontractors hereunder have not aid will not engage in conduct in performing the Services which rs simlar in nature to the conduct alleged In such Proceeding.

4,1.4 Comoilance wHh LawsContractor shaJt comply with all applicable state, federal, and local laws and ordinances

{‘Appticabis Laws") in providing the Services.

4.2 State - Specific Ewchg^no Terms and Guideltoes

4.2.1 TERMINATION BY THE STATE

The Slate may terminate this Contract without furtoer labiEty or penalty to the State, its departments, dhrislons, agencies, offices, commissions, officers, agents and emptoyees for any of the foilowing reasons;

4.2.1.1 Termination for Causa

(a) In the event that Contractor breaches any of its material dulics or oMigalions under Uiis Contra^ (includtog a Chronic Paiure to meet any particular SLA as defined in the Statement of Work), which are ther not capable of or suited to betog cured, or are not cured within the time period specified to the written notice of breach provided by the State (such time period not to be less than thirty (30) days), or pose a serious and imminent toreat to the health and safety of any person, or the imminent loss, damage or destruction of any real or tangiWo personal propt^, the State may, having provided written notice of termination to Contractor, terminate this Contract in vtooie or in part, for cause, as of the date specified to the notice of termtoalJon.

(b) In the event that a Statement of Work under this Contract Is terminated for cause. In adrfilkjn to any iegat remeefies otherwise ava abte to the State by law or equity. Contractor shall be rosponsible for all costs incurred by the State to termtoaiing a Statement of Work underlhis Contract, Including but not imited to, State administrative costs, reasonable attorneys' fees and court costs, and any reasonable additional costs the State may incur to procure the terminated Services required W Statement of Work under this Contract from other sources. Re-procurement costs shall not be considered by the parties to be consequential, hdirect or tocidental damages, and shall not be exetuded by any other teims othenvise included in this Contract, provided such costs are not in excess of twenty-five percent (25%) more than the prices for such Service provided under the Statement of Work; provided, however, that any sudi costs recovered by the State under this paragraph shall othervHso bo treatod as damages recovered by the State for the purposes of Section 4.2,5,1.

(c) In the event the Slate chooses to partially terminate this Contract for cause, charges payable under Hits Contract wit be equitably adjusted to reflect those Services that are terminated and the Slate shall pay for aH Services prov^od up to the termtoation date. Services and related provisions of this Contract that are terminated for cause shall cease on the effective date of the termination.

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(d) (n the event this Contract fs terminated for cause pursuant to this section, and Jt is determined, for any reason, that Contractor was not in breach of contract pursuant to the provraions of this section, that termination for cause shall be deemed to have been a termination for convenience, effective as of the same date, and the rights and obligaiions of the parties shall be limited to tiiat otherwise provided in this Contract for a termination for oonvcnience.

4-2.1.2 Termination for Convenience bv the State

The Sale may terminate this Contract for its convenience, in whole or part, if the State determmes that such a termination is in the Slate's best interest. Reasons for such termination shall be left lo the sole discretion of the State and may include, but not necessarily be limited to (a) the State no longer needs the Services or products specified in the Contract. <b) reiocaliort of ofitee, program changes, changes in lews, mles, or regulatrcms make Imptemenlation of tha Services jkj longer practical or feasible, or (c) unacceptable prices for Additional Services requested by lha State. The State may terminate this Contract for its cetwenience. in whole or in part, by giving Contracter written notice at least one hundred twenty (120) days prior to the date of termination. If Ihe State chooses to termmate this Contract in part, the charges payable under Uris Contract shall be equitably adjusted to rellect those Services lhal are terminated. Services and related proviaionB of this Contract that are terminated for cause shall cease on the effective dale of the termination.

4.2.1.3 Non-Aooroprlatlon

(a) Contractor acknowledges that, If this Contract extends for several fiscal years, continuation of this Contract is subject to appropriation or availabllily of funds for this Conlratfi. If funds to enabie the Slate to effect conitnued payment under this Contract are not appropriated or olherv sB marie available, the State shall have the right to terminate this Contract and all affected Statements of Work, in whole or ki part, at the end of the last period for which fbnds have been appropriated or otherwise made avaltabie by giving vwitfen notfce of terminaOon to Contractor. The State shall give Contractor at least thirty (30) days advance written notice of lermrialion for non- appropriation or unavailability (ch- such time as Is available if the State receives notice of the final decision less than thirty (30) days before Ihe funding cutoff).

(b) If funding for tfie Contract Is reduced by law. or funds to pay Contnactor for Ihe agreed- to tevel of the Services to be pro\rided by Contractor are not appropriated or otherwise made available, the State may, upon thkty (30) days written notice to Contractor, reduce the level of the Services in such manner and for such periods of time as the State may elect, The changes payable under this Ctmiracl will be equitably adjusted to reflect any equipment, services or commodities not provided by reason of such reduction.

(c) I n Ihe event the State terminates this Contract or reduces the level of Services lo be provided by Contraclor pursuant to this Section 4.2.1.3, the State shall pay Corriractor for at) work-in- progress performed through the effeofive date of Ihe termination or reduction In level, as toe case may be. to (he extent flinds are avaffabie. For the avoidance of doubt, this Section 4.2.1.3 will not preclude Contractor from reducing or slopping Seiirices and/or raising against the Slate in a court of competent jurlsdlcOon, any claim for a shortfaJI to payment for Services performed before toe effective date of termination.

4.2.1.4 Criminal Conviction

The State may terminate this Contrart immediately and vritoout further BaWlfty or penalty to the event Contractor, an officer of Contractor, or an owner of a 25% or greater share of Contractor Is convicted of a criminal offense Incident to lira appEcatlon for, or performance of. a Slate, public or private Contract or subcontract; convicted of a criminal offense, toduding any of toe foltowtog: embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, attempting to Influenco a public employee to breach the ethical conduct standards tor State of

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Michigan employees: convicled under Slate or federal antitrust statutes: or convicted of any olher criminal offense whk^ In the sole discretion of the State reflects upon Corrtractoi's business integrity.

4-2.1.5 Approvals Rescinded

The Stale may proactivdy fenrrlnate a Slatamenl of Work issued under thfe Contract v/ithout further iiabitily or penalty in the event any final administrative or judicial dedsion or ac^icatfon disapproves a previously ^proved request for purchase of personal services pursuant to Constitution 1963, Article 11, section 5, and CMI Service Rule 7-1. Terrrflnalion may be in whole or in part and may be jmrnediate as of the date of the written notice to Contractor or may be effective as of the date stated in such written notice.

4J2.1.6 Rights and Obikiatlons Upon Termination

(a) tf this Contract is terminated by the Stale for any reason. Contractor sha< (a) stop all woik as specified in the notice of terminaflon, (b) take any action that may be necessary, or that the State may direct, for preservation and protection of Deliverables or olher property derlv^ or resultirrg from this Contract th^ may be in Contractor's possession, (c) return all materials and property provfclKl directly or Indirectly to Contractor by any entity, agent or employee of the Stale, (d) h the event that the Contractor maintains tHJe In equipment and software that is inl^ded to be transferred to the State at the termination of the Contract, Contractor wiB transfer tilJe in, and deliver to, tfie State, unless otheiwise directed, al Deiiverades and other Developed Materiats intended to be transferred to the State at the termination of the Contract and which are resulting from the Contract (which shall be provided to the State on an 'As-ls basis except to the extent the amounts paid by the State in respect of such Items Included compensation to Coniractorfbr the provision of warranty ser rices tn respect of such materials), and (e) t ^ any action to mitigate and Bmit any potential damages, or requests for Contractor at ustment or termination settlement costs, to the nrraxtrTHim practical extent. Including terminaflng or limiting as otherwise applicable those subcontracts and outstanding orders for material and sui Ces resulting from the terminated CoittracL

(b) In the event the State term&rales this Contract prior to its expiration for Its ovm convenience, the State shall pay Contractor for all charges due for Services provided prior to the date of termination and, if applicable, as a separate kern of payment pursuant to this Contract, for partiaRy completed Deliverables, on a percentage of compietion basb. All completed or partially compteted Deliverables prepared by Contractor pursuant to this Contract shall, at (he option of the Slate, become the State's property, and Contractor shal be entitled to receive equitabte fair confliensation for such Deliverables. R^ardless of the basis for the termination, the Stale shaB not be obOgated to pay, or otherwise compensate. Contractor for any lost expected ^ture profits, costs or expenses incurred v/ith respect to Senrices not actually performed for the Stale.

(c) Reserved.

(d) Upon 3 good faith terminatkm, the State shal have the rfeht to assume, at te option, any and all subcontracts and agreements for services and materials provided under this Contract, and may further pursue comptetkm of the Services under thfe Contract by replacement contract or otherwise as the Stale may in Hs sole judgment deem expedient

4.2.1.7Termtnation Assistance

If this Contract (or any Statement of Work issued under it) is terminated for any reason before compietion. Contractor agrees to provide for up to seventy (70) days after the termination alt reasonable terminalion assistance requested ^ the Stale to facHi o the orderly transfer of such Services to the State or Us designees in a manner designed to minimize interruption and adverse effect. Such termination assistance will be deemed by the parties to be govern^ by the terms and conditions of this Contract (notwilhstandfeg its termination) other than any terms or conditions that do not reasonably apply to such termination assbtance. The State shall compensate Contractor for such termination assistance at the same rates and charges set forth In the Contract on a time and materiats

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basis in accordance with the Amendment Labor Rales. If this Contract is terminated by Contractor under Section 4.2,2, then Contractor may condition Its {>rov{sion of termination assistance under this Section on reasonable assurances of payment by the ^ate for such assistance, and any other amounts owed under the Contract.

4.2.1.8 Reservation of Rights

Any termination of this Contract or any Statement of Work issued under it tsy a party shall be with full reservafion of, and without prejudice to, any rights or remedies otherwise available to such party with respect to any daims arising prior to or as a resull of such termination.

4.2.1.9 End of Contract Transrtion

In the event this contract is terminated, for convenience or cause, or upon expiration, the Contractor r^rees to comp with direction provided by the ^ale to assist In the orderly transition of equipment, services, software, teases, etc. to the State or a third parly designated by the State. In Ihe event of termination or the expiration of this Contract, the Conlractar agrees to make ali reasonaWe efforts to effect an orderty iransidon of services v/ithin a reasonable period of time that in no event will exceed 70 days. These efforts shall include, but are not imlted to, the following:

(a) Personnel - The Contractor shall work wflh the Stale, or a specified third party, to develop a transition plan settir g forth the specific tasks and schedule to be accompRshecf by the parties, to effect an orderiy transition. The Contractor shall allow as many personnel as practicable to remain on the job to help the State, or a specified third party, maintain the continuity and consistency of the services required by this Contract In addition, during or following the transition period, in the event the Stale requires the Services of the Contractor’s subcontractors or vendws, as necessary to meat its telecommunication needs. Contractor agrees to reasonably, and with good failh, work with the State to use the Services of Contractor's subcontractors or vendors.

(b) Reserved,

(c) Information - The Contractor agrees to provide reasonable detailed specifications for all Services needed by the Slate, or specified Biird party, to property provide the services required under this Contract The Contractor wilt also provide any licenses requir^ to perform the Services under this Ccntract.

(d) Software, - The Contractor shall reasonably assist the State in the acquisifion of any Contractor software required to perform the Services under this Contract, This shall include any documentation being used by the Contractor lo'perform tho SqivIcds under this Contract If the State transfers any software Bcsnses to the Contractor, those licenses shall, upon expftaflon of the ContracL transfer back to the State at their current revision level.

(e) Paynfent - if the transition results from a termination for any reason, rehnbursement shal be governed by the termteatlwi provisions of this Ccmtract. If the transition results from expiration, the Contractor will be reimbursed for all reasonatMe transition costs (le. costs incurred within the agreed period after contract expiration that result from iransiWon operations).

4.2.1.10 Trartsition Out of this Contract

(a) In the eventthat this Contract is terminated, cflssoiwed, voided, rescinded, nulBfted, or otherwise rendered unenforceable, the Contractor agrees to perform the foBowing obTigafions, and any others upon which the State and the Contractor agree:

(D Cooporating with any contractors, vendors, or other entities with whom the State contracts to meet Us teiecommunication needs, for at feast seventy (70) days after the termination of this Contract;

(S) Reserved.

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CtD) Providing ths Slate with all asset management data generated trom the Inc^tton ot this Conlract through Ihe date on which this Contract Is terminated, In a comma-doliminated format unless otherwise reguired by ths Program Office;

(iv) Raconciting all accounts between the Stats aivJ the Contractor;

(vii) Allowing ths State to request the winding up of any pending or ongoing projects at the price to which the State and the Contractor agreed at the inception of the project;

(ix) PtBezing all non-critical software changes;

(x) Notifying atl of the Ctmtractor*8 subcontractors of procedures to bo followed during the transition out phase;

(xv) Assisting with the communications network turnover, S applicable;

(xvi) Assisting in Ihs execution of a paraflei operation until the effective date of teimmation of this Contra*

(xvii) Answering questions regarding post-migration services;

(xviS) DeRvering to the Stale any remaining owed reports and documentation stai in the Contractor's possession.

(b) In the event that this Contract is tenninatad, dissolved, voided, reseteded, nullified, or otheiwfse rendered unenforceable, the State agrees to perform the following obligations, and any others upon which the State and the Contractor agree:

(I) ReconcRIng all accounts between the State and the Contractor;

(ii) Completing any pending post-project reviews.

4.2.2 TERMINATION BY THE CONTRACTOR

If the Stale materially breaches Us obligation to pay Contractor undisputed amounts due and owing under this Conlract in accordance with Section 4.2.1, or if tee State breaches its other obHgatlons under teis Contract to an extent that makes H impossible or commercially impractical for Contractor to perform the Services, and if the Slate does not cure the breach within the time period speofied in a written notice of breach providod to the Slate by Contractor (such time period not to be less than thirty (30) days), then Contractor may termteate this Contract for cause, as of the date speafied te (he notice of tenninafion; provided, however, that Ccmtractor must discharge Its obllgallons prior to any such termination. Contractor may terminate this Contract for convenience at any time by providing the State with at least one hundred twenty (120) calendar days' wrhten notice prior to the effective date of the cancellation.

4.2.3 STOP WORK

4.2.3.1 Issuance of Stop Work Order

The Stale may, at anytime, by written stop work order to Contractor, require that Contractor stop all, or any part, of the work called for by this Contract ter a period of up to ninety (90) days after the stop work order is deBvered to Contractor, and for any further period to which the p a r^ may agree. The stop work order shall bo spedfteally identified as such aiKl shall Indicate that It is issued under this Section 4.2.3.I. Upon receipt of the stop work order, ConIraclOT shall Immediately comply with its terms and take all reasonable steps to mmimize the inciurence of costs allocable to the work covered by the stop work order during the period of work stoppage. WHhin the period of the stop work order, the State shall erthar; (a) cancel the slop work order; or (b) termin^e the work covered by the stop work order as provided in Section 4.2.1 of this Contrary.

4.2.3.2 Cancellation or Exoirafon of Stop Work Order

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Jf a stop work order Issued under ihfe Section 4.2.3.2 is canceled or the period of the stop work order or any extension thereof expires, Contractor shall resume vwrk. The parties shall agree upon an equitaWo ac ustment In the delftrery schedule, the Contract price, or both, and the Contract shal be modified, in writing, accordingly, ik (a) the stop work order resits in an Increase In the Ume reqirired for, or In Contractor's costs properly aifooable to, the performance of any part of this Contract; and (b) Contractor asserts its right to an equitable adjustment within thirty (30) days after the end of the ported of v/ork stoppage; provided that, S the Stale decides the facts KistKy the action, the State may receive and act upon a Contractor proposal submitted at any time before Anal payment under this Contract.

4.2.3.3 Altowance of Contractor Costs

If the stop work order is not canceted and the work covered by the stop work order is terminaitsd for reasons other than material breach, such tenntnalion shaB be deemed to be a termination for convenience under Section 4,2.1.2, and the Slate shall alow reasonable coste resulting from the stop work order in arriving at the farmination settlement For the avoidance of doubt, the State shall not be liable lo Coniractor for loss of profits because of a slop worit order Issued under iWs Section 4.2,3.0,

4,2.4. INSURANCg

4.2.4.1 Coverage

Contractor shaP purchase and maintain insurance at Contractor's expense for at least the following types and amounts of tosurance coverage, which amounts shaB be not Jess ihan atry Smils set forth in this SecAon 4.2.4.1 or required by law, whichever is greater;

(a) Commercial General Liability Insurance (Including premises/operatlons Bablllly, ^dependent contractors ilabiljiy, contractual liability, pn^ucts liability, completed operations liability, broad foim [voperty damage RabilUy, personal injury liabIPty and extended bodpy injury and death coverage) in a minimum amount of 12,000,000 per occurrence and $4,000,000 aggregate combined single Ibnit for bodily Injury or death, personal injury or property damage,

(b) Workers Compensation Insurance (Including workers' disabPity compensation, disability benefit and other similar employee benefits) covering Contractor's employeas in an amount not less than the limits required by law and Employers UabBity Insurance covering Contractor's employees an amount not less than $500,000 per occurrence. A non-resident Subcontractor shall have Insurarrca for benefits payable under Michigan’s Workers' Dlsabllliy CompensaOon Law for any employee resident of and hired to Michigan; and as respects any other employee protected by workers’ disability compensalion laws of any other Slate, ConlraGlor and ite Subcontractors shal have insurance w participate In a mandatory State fund to cover the benefits payable to any such employee.

(c) Professional Liability Insurance issued to arxt covering the llabPity of Contractor for errors or omissions committed by Contractor, its ageiks and employees, to the periormanoe of this CoribacL The policy shall have limits of liabilily of not less than $1,000,000 per claim.

(d) Computer Crime Insurance providing coverage tor whidi Contractor has been found to be legally liaWe to toe State arising out of or related to fraudulent or dishonest acts committed by toe employees of Contractor, aettog alone or to collusion with others, In a minimum amount of $2,000,000, proved, however, that Coniractor may sotf-insure this requirement by reason of deductible or ctheiv/iss, in which event such tosurance will not be reflected on a certificate of insurance.

(e) Commercial Automobile Liability Insurance Including coverage for owned, hked and non-owned vehicfes with a combtoad single limit minimum of $1,000,000 per occurrence for bcdily injury, personal injuy and property damage or as required by law.

(f) Umbrella Llabiirtv Insurance In a minimum amount of $10,000,000, which shall apply, at a minimum, to the insurance required by Sections 4J2.4.1(a) and (e).

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The insurers seized by Contractor shall have an AM. Best rating of A-, or as othetwse approved in writing by the State, or better or. If such ratings are no longer avallabie, with a comparable rating from a recognized insurance rating agency.

4.2.4.2 Subcontractors

Except where the State has approved in writing a Contractor subcontract with other msi ance provisions, Contractor shall require all of Hs Subcontractors hereunder to purchase and maintain the insurance coverage as described n Section 4.2.4.1 for each Contractor in connection with Ihe performance of work by such SrriJcontractors. AtlemaOvely, Contractor may include any Subcontractors under Contractor’s Insurance on each coverage required in Scctian 4.2.4.I.

4 .2A 3 Certificates of Insurance and Other Requirements

Within thirty (30) days after the Effective Date of this Contract, Contractor shall furnish to the Purchasing Operations certlficate{s) of insurance verifying insurance coverage or providing satisfactory evidence of self-insurance as required in this Section (the “Certificates'). If any of the insurance required herein Is cancelled or nonrenewed, Contractor shall replace such insurance so lhal ihere Is no lapse in coverage, and shall provide to the Purchasing Operations a revised certificate of insurance evidencing same. Within thirty (30) days foilowing the execution of this Contract, and every year thweafter, the Contractor shall provide evidence that the State and its agents, officers and employees are included as additional insureds, but only to the extent of liabilHtes assumed by Contr^or as sat forth in Section 4.2,5 of this Contract, under each commercial general liabillly and commercial automoblla llablKty policy. In the event the Insurer's attorney Is asked to represent the State, Q>e Insurer's atfaxrtey may be required to be designated as a Special Assistant Attorney General by the Attorney General of the State of Michigaa Contractor shall tnalnlain all required insurance coverage throughout the term of the Contract and any extensions thereto and. In the case of ctaims-made Commercial General Liabiity policies, shall secure tal coverage for at feast three (3) years foSovnng the expiration or tenrtnation for any reason of Ihls Contract The minimum limKs of coverage specifiad above are not Intended, and shall not be construed, to Smit any liability or bdemnlly of Contractor under this Contract to any indemnified party or other persons. Contractor shall be responsibte for all daductitjles with regard to such insurance

42.5. INDEMNIFICATION

4.2.S.1 Patent/Coovnoht Infringement Indemnity

To the extent permitted by law, the Contractor shall indemnify, defend and hold harmless the State from and against al losses, liabditics, damages (including taxes), and all related costs and expenses Cmckiding reasonable attorneys' fees and costs of investlgaUon, IRIgatiorr, settlement, judgments, interest arxJ penalties) fcicurred in connection wittr any action or proceeding threatened or brought against the State to the extent that such action or proceeding is based on a claim that any r ece of equipmerri, software, commodity or service supplied by the Contractor or its subcontractors, Of the operation of such equipment, software, commodity or service, or the use or reproduction of any documentaUon provided with such equ^ent. software, commodity or service Infringes any United States patent copyright, trademark or trade secret of any person or entity, which is enforceable under the laws of the United States. Notwfthstanding the foregoing, the Contractor shall have no obigation to indemnBy or defend the State for, or to pay any costs, damages or attorneys’ fees related to, any claim based upon (0 equipment devdopod based on written spec icailons of the State; or (II) use of the equipment in a configuration other tharr Imptemented or approved in writing by the Contractor, including, but rtot lim'rted to, any modification of the equipment by the Slate; or (iii) Iho combination, operation, or use of the equipr^nt \Mth equipment or software not suppfied by the Contractor under this Contract The State shall in a timely manner notify the Contractor of any claim of Infringement, violation or misappropriation for which the Contractor nray be responsible under this Contract and shaN cooperate with the Contractor to far Rate the defense or settlement of such claim. The

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Contractor stall keep the State reasonably apprised of the contfnuing status of the claim, Including any lawsuit resulting there from, and all permit the Slate, at Its expense, to partidpate In the defense or settlement of such cla^ where executory obTegatlons may be piac^ on be State, aRhough the Contractor shall have final authority r^anding d^ense and settlement.

In addition, should the equipment, software, commodity, or service, or Its operation, become or In the Stale's or Contractor's reasonable opinion be Bkely to become the subject of a claim of infringement, the Contractor shall at Iho Contractor's sole expense (i) procure for the Slate the right to continue using the equipment, software, commodiiy or service or. if such option is rwt reasonably available to the Contractor, (ii) replace or modify to tho Staters reasonable satisfaction the same wHh equipment, software, commodiiy or service of equivalent function and performance so that it l>eeomes non-infringing, or, if such option is not reasonab available to Contractor, (ill} accept Its return by Ore State with appropriate credits to the Slate agabrst the Contractor’s charges and reimburse the State for reasonabte dired costs associated with the return of such equipment THIS SECTION 4.2.6.1 STATES THE ENTIRE UABILITY OF THE CONTI?ACTOR WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY.

4.2.5.2 Other Indemnilias

(a) General IndemnIficaKon

To the extent permitted by law, the Contractor shall indmnntfy, defend and hold harmless the State from natality of any kind tor claims brought by third parties based upon bodily injury (Inducing death) or damage to tangible personal property (not Including lost or damaged data}. Including all related costs and expenses (indudbig reasonahla atfem^s' fees and costs of investigation, iitigatlon, settlement, judgments, Intered and penatttes), accruing or resulting to any person, firm or corporation that may be Injured or damaged by the Contractor in tho performance of iWs Contract and that are allributable to the negligence or tortious acts of the Contractor or any of its subcorrtractors, or by anyone else for whose acts any of them may be liable provided that Ihe Stale make reasonable effort to notify the Contractor in writing wfthin Ihrty (30) days from Hie time that the Slate has knowledge of such claims. The Contractor shall not be liable to Ihe Stale for claims attribofabla to the Slaie's negligence «• tortuous acts or consequential damagos arising out of claims brought by third parttes except for claims for infringement of any United States patent, copyright, trademark or trade secret

(b) Reserved.

(c) Independent Contractor Indemnification

Contractor will defend, indemnify, and hold harmless the Stale, its departments, divisions, agencies, sections, commissions, officers, employees, and agents from and against all Losses, whether based on statutes, contract or tort, to the extent arising out of or resulting from any clabn or action by, on behalf of or related to any employees or personnel of Contractor. Including claims arising under Occupational Safely and Health Administration requirements w orders, Equal Emf oymont Opportunity Commission requirements or orders, NaUonal Labor Relations Board or Fafr Labor Standards Act, unanploymenl Insurance or v/orkers' compensation laws, disability benefit acts, employee benefits acts, or other appllcablo federal, slate or local laws or regulattons, except to the extent that such losses result from the State’s feiture to comply with Oils Contract or such daim or action arose or grew out of events that occurred whSe such person was an employee of Ihe State, prior to his or her hire by and emptoymenf with Contractor.

(d) Continuation of IndemnWcatlon Obfigafions

The Contractor’s duly to Indemnify pursuant to Sections 4.2.5.1 atKl 4.2.5.2 continues to full force and effect, notwithstanding (he expiration or early cancellation of ihe Contract, with respect to any claims based on facts or conditions that occurred prior to expiration or cancellation.

4.2.5.3 Indemrrificatlon Procedures

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CONTRACT #07164300124

The procedures set forth below shal sppfy fa ail indemnity obBgatlons under (his Contract The State agrees to provkle reasonably necessary assistance and cooperation in the defense of any claim.

(a) After receipt by the State of notice of (he action or proceeding involving a claim in respect of wMch It will seek indemnification, the State shall promptly notify Contractor of such claim In writing and lake or assist Contractor In fakirrg. as the case may be, any reasonable action to avoid the imposition of a default Judgment against Contractor. No failure to so notify Contractor shall reieve Contractor of its Indemnificallon oWIgallons except to Iho extent that Contractor can demonstrate damages attribuiabla to such failure. Within thirty (30) days following receipt of written notice from the State relating to any claim. Contractor shall notify the State In writing whether Contractor agrees to assunw control of (he defense and settlement of that clatm (a ‘Notice of Election"). After rroUfying Conlractor of a claim and prior to the State receiving Contractor's Notice of Election, the State shall be entitled to defend against the claim If necessary to preserve its d^ense, at Contractor’s expense, and Conlractor will be responsible for any reasonable costs incurred by the State in defending against the claim during such period.

(b) If Contractor delivers a Notice of Election relating to any claim: (i) the State shall be entitled to participate In the defense of such ctaim and to emfrfoy counsel at Its own expense to assist In the handing of such claim and to monitor and advise the ^ate about the stali» and progress of the Defense; (li) Contractor shall provkle written notice to the Slate of a proposed settlement and allow (he State five (5) Business Days to provide written consent for the settlement proposed, unless a shorter time period is reasonably necessary to preserve the settlement opportunity and such shorter time Is reflected in the notice of the proposed selttement. In no event shall the time period be less than Iwen -four (24) hours foBowing actual notice. If the State dees not reject the proposal in writing, stating the reasons for the rejection by the date specified in the notice or (5) Business Days If no other lime period Is specifled, the State will be deerrted to have approved ihs proposed settlement or ceasing to defend agafesf such claim and (iii) to the extent that any prindpies of Michigan govemm«ital or public taw may be involved or challenged, the State shall have the right, at its own expense, to control the defense of that portion of such ctaon involving the prindpies of Michigan goverrun^tal or public law. Notwithstanding the foregoing, consent is not required where Contractor setttement Is h compiarwe with Stale law and includes a release of the State by Contractor from any liability arising out of such olakn. Any litigation activity on behalf of the State of Michigan, or any of its subdivisions pwsuant to this Section, must be coordinated with the Department of Attorney Gerreral.In the event toe insurer's attorney represents the State pursuant to this Section, toe insures attorney may be required to be designated as a Special Assistant Attorney General by the AUorr«ey General of the Slate of Michigan.

(c) If Contractor does not deliver a Notice of Election relating to any daim of whidi it is notified by the State as provided above, the State shdS have the right to defend the dalm In such manner as it may deem appropriate. If it is determined that the daim was one against which Contractor was required to indemnify toe State, upon request of toe State, Contractor shall promptly reimburse the State for el such reasonable costs and expenses.

4.2.6.0 LIMITATION OF UABiLITY AND EXCUSABLE FAILURE

4.2.6.1 Limitation of Lfebilitv

The Contractor’s liability for damages to the Stale shall be limited to money pak) to Contractor per roNIng 365 Day period. This limitation of liablity is cumutalive and not per inddent. The foregoing Qmilation of liablity shal not apply to claims for infringement of United States patent, copyr^ht trademarks or trade secrets; to claims for personal injury or damage to proper caused by the oss negligence or willful ntisconduct of toe Contractor; to dalms covered by other specific provisions of this Contract catling for liquidated damages; or to court costs or atiorn^s fees awarded by a court in addition to damages after litigation based on tots Contract.

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CONTRACT #07184300124

The f>ai1les agree that noilher tho Contractor nor the Slate shay be liable to each other, regardless of the form of action, whether in contract, tort, strict iiability, or ottrerwise, for consequential; incidental, it>direct, or special damages Including lost p^ts, sustained or Incurred in connection with this Contract and whether or not such demages are foreseeabte. The foregoing limitation of liability shall not apply to claims for infringement of United States patent, copyright, trademarit or trade secrets or to claims for personal injury or damage to property (excluding loss of data) caused by the gross negligertce or willful misconduct of the Contractor.

5. Lease Agreements: Conlractor’s Master Agreement allows for leasing under Section 22. The terms and conditions of the capital lease financing arrangement vwH be separately negotiated and set forth in an agreement between the ptachaser and either Cisco Capital or ils designated andfor approved financing partner.

6 . Prfmafv Contacts: The primary contact individuals for this Participating Addendum are as folloMis (or their named iccessors);

Contractor_____Name GRji Peril

Address 170 West Tasman Drive San Jose. CA 95134

Telephone (408)424-0712Fax (408)608-1729

E-mail aferikacisoo.com

Partka'Datlno EntitvName Michael Breen, CPPS

Buyer Specialist State of Mlch^anDepartmertt of Technology, Management & Budget

Adcfre^ MEssidn Building, 2“ Floor P.O. Box 30026 Lansinct, Michigan 48908

Telephone (517) 28'l-7002Fax (517) -

E-maB breenm®michiflan.fiOV

The Parties will keep and maintain current at all times a primary point of contact for administration of this Pari/c/pstfngAMBndum.

7. Subcontractors; All Contractor’s Fulfilment Partners, as defined in itw Master Agreement, authorized in the State, as shown on the dedicated Contractor’s (cooperattve contract) websSe, are approved to provide sales and service support to participants in the WSCA-NASPO Master R-ice Agreement, e.g, for dfrecl order taking, proc^shg, fuHiUinent or provisioning. The Fuillnnent Parttiers’ parficipatfon will be n accoKlance with the terms and conditions set forth in the eforentenlioned Master Agreement.

Sub|ect to approval of the Parfidpatlng State/Entity, and at the sole discretion of Contractor, Contractor may add Futflllmenf Partners at any time during the term of INs Participating Addendum. Contractor may designate a minimum of two Fulfillment Partners and no set maximum number of Fulfllmenl Partners to provide sales and services support. Contractor, In ils sole discretion, Is rwt required to add, and may delele upon thirty (30) days written nofice, any Fulfillment Partner who does

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CONTRACT #07164300124

not nneet Contractor’s estabished qualifying crfteiia, orvvfiere the addition of the entity VAsUtd violate any stats or fedwai law or regulation..

8 . Orders: Any Order placed by a Partlcipallng Entity or Purchasing Enlity for a Product and/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 unless the parties to the Order agree in writing that another contract or agreement applies to such Order.

Purchasers may place orders d ectly only through Contractor's approved Fultilbnent Partners or through Contractor for products or services as authorized under this Participating Addendum. Only those Fulfilment Partners approved and listed during the term of Participating Addendum at Contractor's website are authorized to directly provide quotes, receive purchase orders, Invoice Customers, and receive payment from purchasers on Conlractoi's behalf.

Except as otherwise set forth in the quafifying c iit^ . Contractor wSI not, directly or irrdireclly, restrict any Fulfillmenl Partner's participation or ability to quote pricing for a Customer, The approv^ Fulfillment Partners will not offer less favorable pricing discounts than the contract discounts establisi>ed by Contractor under the Master Agreement. Hov«ver. the FulfUlme'nt Partner may offer any addRional incremental discounts to Participating State/Entity, and such additional discounts if offered, may be provided in the discretion aiHi as the sole legal c Ugation of the aj roved Fuinilmenl Partrwr to the Participating State/Entity.

The Piaster Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum.

9. Product & Services Offering: The full suite of product and service offerings avaSabie under the Master Agreement may be procured under this Participating Addendum.

10. Term: The term of this Participating Addendum shaB begin on the feferof June 1.2014, or the date of last signature below. The term shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum b terminated in accordance with the Master Agreement, whichever shall occur first.

11. Notices: Notwithstanding anything conlairwd in the Master Agreement to the contrary, all notices required or permitted under (his Participating Addendum wIM be in writing and will be deemed given; (a) when deBvered personalty; (b) v/hen sent by confirmed facsimile or eteclrontc mail (in the case of Cisco to [email protected]); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid: or (d) one (1) day after depo^ with a commercial express courter specifying next day delivery, wHh written veriffcallon of receipt. Ail communications will be sent to the addresses set forth Section 6 of this Participating Addendum (and notices to Cisco shall be further addressed to the Office of the General Counsel, Attn: Contract Notice) or such other address as may be designated by a party by gfvirig written notice to the other party pursuant to this paragraph, or. in the absence of such an address from Customer, to the address to which the last Invoice under this Participating Addendum was sent before notice Is served.

Notwithstanding the foregoing, notices regarding changes in pricing. Software Icense terms, policies or programs may be by posttog on Cisco.com or by e-mail or fax.

12. Entire Agreement: This Participaling Addendum and the Master Agreement (including aN amendments and attachmertis thereto) constitute the entire agreement between the parties concerning the subject matter of this Participating Addendum and replaces any prior oral or wrttten communications between the parties, aN of which are excluded. Th»e are no conditions.

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CONTRACT #07184300124

understantliogs, agreements, repres^talions or warranties, expressed or rmpSied, that are not specified herein. This PatlldpalJng Addendum may be modffled only by a written document exectited by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as oflhe date of execution by both parttes below.

Partidpatirrg St^e; Contractor: Cisco Systems, Inc.

By: By;

Name: Name: / / * /

Phil LozanoTitle: TiUe;

DIrectw. Finance

Date: Date: May 21, 2014

[AddiUonal signatures as required by Participating Slate] APPROVED BY LEGAL

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STATE OF UTAH - STATE COOPERATIVE CONTRACT CONTRACT NUMBER AR233

CONTRACriNCi PARTIES: 'This State Cooperative Contract is between the DtvliIon of Furdfuijlng «nd General Services (Stale), 3150 State Office Bultdlng, PO Box 141061, Salt Lake CHy, ITT 84114>1061, an agency of the State of Utah, and the following CONTRACTOR:

Cisco Systerna, Inc.Name

170 West Tasman Dr.

Sbo JmoAddress

CA 95134City Sutc

(Corporate Headquarters Address)Zip

LEGAL STATUS OF CONTRACTOR

8 Sole ProprietorNon-Profit Corporation

0 For-Prolit CoipOralion

a PtilnershipGovcmmenl Agency

Contact Person MIml Fait Phone if 408-527-2627 FaxH408-60B-IS02 Email [email protected] Federal Tax TDtf 7741DS99S1 Vendor WCQOOO118462 Commodity Cade #20458.20464,20621.20623.20659.

83833.83800.88332.920002, GENERAL PURPOSE OF CONTRACT: The Bengal ptuposc of this contract is to provide:

Data conununicattoQ equipment and services. A detailed list of awarded categories and suheategories arc included in Attachment B - Scope of Work.

Cisco is nulhortzed to provide equipment and services in the following categories:

5.2.1 Data Center Application Service5.2.2 Networking Software5.2.3 Network OptiniiaaHoa and Acceleration5.2.4 Optical Netwotking SJ.5 Routers5.2.6 Security52 .7 Storage Netwodclng5.2.8 Switches5.2.9 Wirciexs5.3.0 Unified Commnnicaiions_________________________________________ __________ _______

2. CONTRACT PERIOD: EITeclive date: Jmiel. unless (ermitsitetl early orextended In accordaiKO with the icmia and conditions of lids contract Renewal options Of any): N/A

4. PRIONG AS PER THE ATTACHMENT C PAYMENTTERMS: Net 30DAYS REQUIRED FOR DELIVERY: SOdaysARO MINIMUM ORDER: N/AFREIGHT TERMS: FOB PeatinatioB. Frelriit Pimald

5. ATTACHMENT A: Standard Contrxei Terms and Cooditiuns State Cooperative Contract ATTAaiMENTB; ScopoofWoricATTAaiMBNTC; Product Ofrcrinesjnd PricingATTACHMENT D: Vendors Response to Soikitatioo JP14001. The parties hereby acknowledge and agree

lhat any exceptions slated in attactunenl "D” - Vendor’s Proposal Response have been temoved aatyor resolved between the parties. Any exception in attachment "D” ate e-xpUciily NOT a part of this contract.

Any confHcti between AUaehnent A and othtf AUaebnents will be resNved In favor af Attachment A. Statespecific Terms and Conditions win be found in the executed Participating Addendums. State Terms

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S(ate of Utah Contfact Number AR233

Atid CoodfUons in an executed Participating Addendum wIU take priority la the event of conflict between those terms and conditions and this Cooperative Contract

6. DOCUMENTS INCOKPORATBO INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED;a. All other govemmeolal laws, rt^lntions, or actions appitosbio to (he goods snd/or seryicei autbodzed by this coutract.b. Utah SlateProctnemont Code, ProeoTetnentRules, CONTRACTOR'S response to Bid SJPUOOl yid JPHIW14

datedAugust O, 2013 aodJ3ccenil)er2, 20J3.

IN WITNESS WB^EOF, the parties sign and cause this contract to be executed.

CONTHACCt STATE OF UTAH

van TMrector, iDi V. of I rchating t i Gcowal SviT Ds

Type Of Print Name and Tltls

APPROVED BY LEOAL

iUvQsn«u

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ATTACHMENT*WSCA-NASPOMaattr Aflrt<nitnll<fmt wd Condittofia

1. AGREEMENT OWQgR OF PBECHgNCe:T?ia MaeiarAgre«m«fll tltallcons(Mo(1he<bltowing dcoimantsl

1. A Parfie >aa»o EnOt/a Psrtfcip Ins Atfdendum rPA”K2. WSCA-NASPO Mafttar AgreMnent T«mn and CondRIona (fhe 'Agraornenr or ‘Mastsr Agr«affleflt“}:3. The SUilBmetd of Work;4. The SoKcltatkin; end5. CoFilractoi't response to the SoBcitafion.These documanta shall be read to be consEslent end coinptementary. Any conQIol among these documents she! be rasoivod by gtWig pttorily to these documents in the order Ksiad above. Cwtractor tenns and condiUons that apply to this Master Agraemsnt are onty those that are espresety accepted by the Lead Slate and must be kt wiling and ettacbed to this Master Agreement as an Exhibit or Attachment No other terms and eondifions shall apply, including toms and oondlUona Itsted In the Contractor's rssponse to the Soictlaikin, or lanns tisied or referenced on the Coniractoi'b website, in the Conltaclar [{uatadcn les order or in sMar documents subsequonlly provided by the Contractor.2. AMENDMENTS The terms of this Master Agreement shall not be waNed, altered, modllad, supplemented or emended In any manner whatsoavar without prior wrUtan appmvBl of llte WSCA> NASPO Contract Administrator.3. ASSIGNMENTffiltBCONTRACr CcntTsctor Shalt not assign, salt, transfer, subcontract or sublet rfgMs, or delegale responsibiilfiss under Itis contract, In witole or in pWt, wkhciil the prior written approval the WSCA-NASPO Contract AdrmnisbHior, whWj approval will not he unreasonably whhheid or delsyed.Notwithstanding (he foregoing, Corttrscformey, «dlh prior wrlltan cansanl from Participatfog States, which consent shal not be unrsasonabty wflhheid, enter Itto subconlrads with ditrd partes as 'Puifltimsnl Partners.* Fuldllmant Partners are Subeoniracfois who mey provide producte end servlcas under this Master ^retmant at the prico tfiscounis esialdshad tn this Master Agreemsnt and bS Purchasers directly for such products and servlcas.4. CANCELLATION Tha Master Agreemsitt may be cancMed by either party upon 00 days notice, kt wriUngi prior to the offsctlve date of die canealatlaa Further, any PertdpMkg State may cancel Ks pardclpt^ upon 30 days written notice, unless otherwise Imiled or StaM ki tha spaclai tamta and eondlllons of dils sollcilatlon. CancdEatfon may be kt whole or In part Any canceladon under this pnovislon shel not effect the rights and obUgaliona atlsncBng orders oulstarxing at the time of canceliatfon, kidudfog any right of and Purchas Entity to fndemntficatlon by iha Conlraclor. rights of paymont for goods/kervicea delverad and aecai^, and rights atlendlrtg arty warranty or defouit kt pefformanco kt association with any order. CancallaHon of tite Friaster Agreamanl dua to Contractor dafautt may be knmsdlate.

Cisco Systams, too.ATTACmXHTA - FINAL WSCriJMSPOTisiTdCr3U2.fr A-1

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On teumlnallon, al acccMnCs and paym«n(s lie pfoceaaed acconiuip io (hs (inanciel arrangement aet iorth hera^ for procHict ctaEveied and/or approved service* rendered to date of tenmtnatkm.Rlghti upon Temibiatton orExpirallon

1.

2.

Upon t mmalton or expiralton of this Master Agreement or a Participating Addendum, (a) Contractor reaervea tha right to csaea bI turttier detivmy of product or sar^os, and (b) all outstanding tovctcas become due and payaUe w9tiln thirty (30) days of terminalibn,, tr Contractor

to compos (tfilEvery of any further products or setvtoes duo against any etdstlng accsptod Pvrr sae Orders., then Customtr shalF pay for skfch producta or sartdcas In advatrco Ihln Ihhty (30) days.Except for a tennination of this Ntesler Agreement or a Parddpadns Addendum tesulling from CustCHner's luosch of Corpractor'a proprietary rights and software licensing, ConPctentfal Irnformslfcn, or Export, Re-Export, Transfer and Use Controls, upon termtoatton or expiration of Ms contract, Customer may conSnue to use, in accontanca with dia terms end coirdRi^ of this contract anil/or the Partk^sling Addendum, proctocis provided to It by Confrardor prior to the data of termlnatkHi or sxpiratioit prordded {1} payment has boon made In toll for such products end (2) Scenso righta dlow for such eonfinu^ use.

In the event of any t^ination pursuant to Ihia section, and unless oOierv^ required by law or court of competerrt JurisrScIfon. Cualorner shaS remain obEgatod to comply in peiipatoay with foe (xovraionsof ContrrastoTs Software Llcanso terms, and Confldon8al Information.

{. CONPIPEtmALITY. NOH-OISCtOSURE AND tftJUWCTn/E RELIEFS.1 ConfldtndalHy. Each {mrty acknowtodges that II and its emptoyaes; or agents may, to the course of doaing undtw this Master Agreement, be exposed to or «x)uirB aifarmalion that may be deairtod coniidanlial. Any and all tofOtmaSon of any forni that Is marked as confidenlls) or would by Re nsture be deemed cordrdentisi obtoined fay the receiving party or its employees or agants (the '^caivtog Party*) In the performance of tile Master Agreemenl, tootoding, but not IlmEtod Id, toe following 'Conlidei^l tofotmadon*: (a) any Parttolpsting Entity records, (fa) peisormel records, end (c) InftMmetton concamtog int9vhtoala, la cordidanBoi informalEon of die disetostog party ghs 1>Bctostt)g Party),. Any reports or other drxuments or Items (Including softwera) (hat resist from the use of the Cotiftdaniial Infonnottonshad ba tmaled In the same mamer as the ConfdetttM Fnformatfon. Conftdsntod informallon does not toctodo informalion that (a) is or becomes (other foan by disdosune by the Of sdosing Party) pubSefy fmown; (b) to torntohad by the Dtsdostog Petty to tithsn withotft rosirfotlons ta ilo r to those Imposed by this Master Agreement; (c) Is rFghtfufty In the Receiving Party's poaaeadon vnthout the efol allon of nom^dosure laior to die iitne of its disdosute under Ms Master Agreement; (d) 1s obtained from en Independent source wdhouf the oblfgatfon of conftdenlMihi’. (e) Is disclosed with ihe urlttart consent of Partk^stfag Entity or; (I) Is todependentty developed by employees, agents or aubconbactors of elUisr party who can be shown to have hadnoaeeasstothe Condtdsnilal Informallon.

Neither party shall dtoefoas the ConfidonBat Infemialton to any third party, except tliat the receiving party may disdoae Cotifldentlal Information to its emptoyeaa, aubeoniradora, or Affiaalms' en^loyesa and subcontractors only: fo) on a ‘hood to knew* basis, ^ ) consisteni vrtih tbs olHectivsa cf Ihto Master Ai^ementi and (c) puimjant to separate written non-^ctosuro torais that contractually obfigata such em ploys and subcontractors to maintain toe conltdentiakty cftheConfidenftal toformatlon.

MotwilhBtanrSng larminatton of tola Master Agrmmenl as described hsrsto, toe obBgatnns of the HeoeMng Party with respect to ConftdanliBl toforrnallon received prior to termlnallon sh^ continue for three <3) yeera from the date toe Contldentlal tofocmatton was rocalyed.

Customer a ^ e e that aspects of Ihs Software and associated documeivladon, todudlng toe spedfle design and sbuctore of IndlvIduBl progfeme, conatlluto bads secrets snd/or copyrighted materiel of Contractor,

d.2 Non-Dltcfosure. The Recavlng Party shall hold ConfidonUal tnfonnaltort In confidence, using al toast the indiistry standard of confidentiality, and not to copy, reproduce, set, assi;p)> license, nttolrei, transfer or othowise tSspose of, give. dtsdoso Conftdsnilal inronnalk)n to ihkd piutles or use

Osoo SyBiems, (no,ATTACmmTA-PmL IPSCA-«*SPO r* wxito A-2

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ConCdanjlal InrormaUon fw any puiposea vriieiaoBvar other Sian the periormanca of ihta Master Agmomofil, and id aiMsa each of Ns empfoyees and agents of Niefr obNgaNons )o keep Confidenlal Infonnation conOdanOaf. The Receiving Patty ehaM use commerdalfy reasonable efforts to assist the OlschMlng Party in fdantl ng and pravenllng any unauthortzed use or disciosure of any ConfUenial In/ormaitton. WWiout Sniling the genaraBty of the foragolng, the Recahrfng Party shall atMse the Olsdosing Party Immedateiy If the RecahAig Party leama or haa reaEon to believe that any person Mho has had accass to Conddenilal Information has tMaied or hitends to vtolste the terms o( thte Master Agreement and the RecahAig Party shaH at Its expense cooperate with the Disclosing Party In seekihg InhaicUve or oBier equitabte reSef hi fhe nacna of the Dtadoslng Party against any auch porson. Except as dtrecied by (he Otsdoslng Party, the Receiving Party wilt not at any lime durmg or after the term of Oils Master Adamant dlsctoaa, dtrecUy or fndireetty, aiiy Confidentlol Informstion lo any person, except in accordsnea wtti fils Master Agraament, and that upon Iwminslion of Nils Master Xgmm«U or at the Disclosing Party's request, the Receiving Party $hali turn over to the Dtadoslng Party all documents, pepora, and Other meUer in the Receiving Part/e possesekm that embody Cotifidenfial Infctnia6on. ffotvnIhstBndIng the hxegoMo, the Raeaiving Pai may keep ot» copy of such Confidential Information necessary for quality assuraiKa.aucBs and evidenca of thaperfonnance of this Master Agreement,S,3 Injuncttve Retief. The parlies ecknowledga that breach of Ihb SacNon, htciudlng dlsclosutM of any Conlidenital Information, may cruse krepsrebto injury to tha Oiscioaing Party that is Inadequately cotnpensabla In damages. Aceordtngfy, the Usdosing Party may seek injunctive relief against the breach or threatened breach of tha fbragolng undarfaftlngs. In addition (o any other legal remedes that may be avaSable. The Reedving Party admowtedges and ageaes that ttia covonante contained heroin are nocasaaiyfor Nie protection of the leg'imate Iwsiness interests of PailicipaUr Entity and are raasoriMda In scope and content6, DEBARMENT Tha conlracior certifies that neither It nor its principals are presently debarred, suspendad, proposed for debstmant, dedarad indigibia, or voiunladly excluded from partfdpMton in this iranaacllon (contract) by any gevemmentat department or agency. If the contractor cannot certify this ststamani, attach a mlttan explanation for ravtaw by WSCA'44ASPO,7. PEPAULTgg,REWElNESa. Tfie occurrence of any of tie followng events ahait be an avanl of datauB under this Maslar Agraamenl;

L ftoripeifOimBica of contractual requkements; orR. A material breach of any term orcondtdon of this Master Agreement: orRL Any representaNoo dr warranty by Conlrector in rasponso to the solicitation or In tfds MasterAgieamant provaa lo be untnie or materialy mtsleading; ortv. Instltudon of procaethngs under any bankruptcy, Insolvency, reortjanlzallon orsbnllertavr. by or against Contractor, orttieappotnbnentaf a recaiver or similar ofltcer for Contractor or any of Its projicity, Hhlch is not vacated or fuNy stayed within thirty (30) calendar days after tha InstibJtion or occurrencB Ihareof; orV. Any default speciHed in anoiher secNon of this Master Agreement.

b. Upon the occurrence of an event of delauN. the non-defeuiUng party shall issua a written n otlca of defsidi, t ntifying tie nature of the default, and providing a period of 60 calendar days in which the defaulting party shall have an opportunity to cura Nia daEauQ. The tuMi-defaulUng party shall not be req(dreil to provkia advonca wlltsn notice or a cure period and may imme<Netely lemdnate this Maaier Agreement in vidioia or in part if tha non fafaultlng p^y. In Ns sole discretion, determines that N is reasonably ntcasaary to preserve public safety or prevent immadlata pubbo crisis. Tima aBowad ior cure shaN not (finish or a&nihata Qio defauliing party's llabily for damages, lo the extent provided for under thb Master Agreement

PaiddDallnQ Addendum: If eOher party lo a Participating Addendum (kidudlng the Lead Stale whei acNng In Ns sovereign capacNy undw tNa Master Agreamant) materially breaches any of the provisions of a Partidpaiing Addendum, the non-breaching party may termlnale Uhs Participating Addendum as foBows: (a) knroedfalely upon providing vaNton nodes lo tha breaching party If the breach is not capabia of bekig

Cisco Systems, Inc.ATTACHItiSNTA-fINAL WSCA‘MSPOT*audC»3.i2.U A-3

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cured, and {b) thirty ^30) cabndai days aflar provltfino wtiten netted lo the breaching parly V the breaehing party falt» to cura such braach niitUn such thirty (30) cstcndar day parlod. NohvlUtslandlng the foregoing, a Participalinjj Addendum may be terminated Immotfiately by Contractorter cmiee in tea evsni of Fterchaset's breach of the pravtelons relalfeig te Software License or Conridenfral InterniaSon.

The cure periods stated in ttia above paragraphs shot not apply te any falturo(s) te perform that resuft from Uw w^ul or negligent acts or ony$stens of the aggrieved p^ty.

c. If Conbactra-is afforded an opportunity to cure and falls to Orte the default within Bis parted spacBiad in the wrHIen nodes of default. Conliaclor shall be In broach of Hs diRgatlons under Ws Master Agre«nen4 and Lead State ^sll have the r^htte sxerchs any or bK of Iha fcHowing r«moi£os:

I. Exercise any remedy provided by law; andII, Terminate this Master Apaement and any related Conlracls orparilotrs Ihareof; andM. Suspend Contractor from receding ftitere bid sr lcftadons; andIv. Siepend Contractor'a perfcemancs; and V. WtHdicid paymerdunti the default to remedisd.

d. in the event of a default under a PaitIdpaEIng Addendum, a Partk^alfng Endty shall provide s vnltterr notice of defautt as described in this secSon and have all of t» rights and romer^s under this parajpsph regarding te partlcipallcxi In Ifua Master AgmsmHit, in adtJUan to those sot forth in ks ParBcIpatIng Addandum.

> .PEUVeRY

6 1 After recast and eecaptenoe by Crmtrnctor of Cuslomer’s Ordef(s), Contractor vrtl U$e commerefa^ rsaeonebta efforts to ship BQ direct orders designated ferst^memt to U.S, locallmis wHhlrt thirty (SC) days ter all products. Pleaao note ihat the foUownng obcumstances may affect toad Brnes: (i) now produds purchased wtthfn the first three (3) months of releeso of the product wWef? are suhjocl to Contradiv’s Ihon ounreni published lead-times, (11) Ihird-perty efand-atone products which ara not a component of equipmenl resold by Ccrttractor, (lit) emt-of-IEfe products wham Ute termination of Iho product has been announced by Cohtradcr, (|v) products which have been ttee-slopped due to software t sctepancles, recondt ratlon, inttohy'Wlde prectoct shortages, or alleged Infringement ctolms, or (v!) situations where govemmant rated erdem create ddays In toad-limes.NotwithstaniBttg the foregoiiH), «( any time vdian Cuatomer states ’expedite' on an order or otherwise communlcataa to Contrador ihai an order Is to be expedllod, Conlractor shen use sK commardalhr rossonaWe efforts (censure Ibe eerSesl possiMe delfvery of such products,

8.2 Contractor wfl communtcata scheduled sft1|: 'r dates In Ihe order aclcnowtedgement andfor on www.cfsco,com wllhfti tteaa (3) buslno«s after receipt of an elecfronlc order on wwvv.dsco.com, provided, however, that m the event such notificalteti Is twf received In Ihii lime parted. Customer shall notify Contractor (d'the ncn-fecetet, and Contractor's sr e oMIgaiSon wM respect to such non-rocetet shall be to prompdy provide the fnformatten to the Customer after suoh rtoBlloailon.

8.3 If Contractor has reason to beleve fiiet the actus] shiproimi date wilt occur later Bian Ihe original siilpmant date actmowfodgad by Conlractor for masons caused by Conlractor, Confractor shall use commordolty reasonrirte efforta to promptly provide addlSoAal Informalton to Cusfemor IrtcludN by electronic posting of tho expected period of delay tetd, upon regueat, of ^e steps avallal e, if any, to mtolmizfi the delay. If Iha exlandad delivery date Is anticipated to be more Bian thirty (30) calendar days beyond the origfnaly schacMad dalhrary date, Iha paitlas wlU work In good failh to lesotva any ordering Issues pursuant to the order escatoBon process.

8,4- Shipping terms are FOB desSnalion, ahipptog and handling prepaid by ContiacJor. Tho method of shipment shaM be consistent wtUi the nature of the products and hazards of Iransportelicn. Tide and risk of baa shall pass to Custarner upon dsfivary.

8,5 If Customer reciuests delivery of inoducls to Cuslmrtor's fcrwardlrig agent or other representative, Customer aesumas responsibility ter coar ltence with sppicabte export laws and regulaltons.

Cisco Systems, Inc.ArMOHMeWTJf - FINAL WSCA NASPO TatiidCtS. fJ.M A-4

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S.B Conlractor Is not iahta for damsge or poiwlly for dolay in deUvery or for foUura to give nollcB of detaVr Contractor diafl not have any llsAiay In conneciton product shipment other then as setforth In this Section.

All sales are final. Except aa provided in Conbaclor'a Llrnled Warranty, Contractor only petmils the return of utvopofiod products due to Contractor’s shipping or order praceESIng error, or damage in IransiL No oBiar retornt are auhorized under this Master Agreement. Warranty returns will not be subject to any restoddng charges.9. FORCE HAJEURB NeBher patty to this Master Agreement ehal be held responsible for delay or default causTNl by Including, but not Ibnilad to, 9re, dot, acts of God anrt/br war which la beyond thM patty's reasonabto coniroi. WSCArNASPO may termlrwife this taster Agreernanl after determtoing aooh delay or default w9 reasonably prevent surxassful performance of the Master Aoresment.The obtlgattorrs and rights of the excused patty shall be extended on a day-by.day basis for the flme period rrqual to the period of the excusabto delay. When payntanta are deiayad solely due to a force majeure evaril. lais fees wllh respect to sudr payment will not accrue during the psiiod of such force majeure event.

10. SOVERNIMO LAW This procurement and the tesUMng agreement shall be governed by and construed In accordanca with the laws of the stale rotworing and adnunisteifog the procurement, the conabvetfon and effect of »iy Partlcfpaling Addendum or order against the Master Agreementfs) shall be governed by and osistnisd Irt accordarree vrilh Iho laws ef tie Parlicfpaling Entt/s Stale. Venue for any dalln, (ilsputo or action concerning an order placed against the Master Agreementfs] or the effscl of a Partic aling Addendum shaV be In Ihe Purchasing Entity’s State.11. WDEMNIFICATIOWEach party to thie AgreemMit shaM dofond, Indemntly, and hold hanrdsss the otha-, its cofoorate alflliatas and their respeedve oAicefs, diractois, employees, and agents and [heir respective successors and aesigjis from and against any and all efaims, toeass, tsbMllss, damages, e^ expenses OnckjdSng, without imiialkKi, reasonable attorrMys' fees), biciudlng vritbout imftaSon those based on conlrect ortort, arfstog out of or in connection with a claim, suit, or proceeding brought by a third party based upon bodily Injury fltKludlng death) or damage to iangiblo pe^nal property {not induding lost or damaged data) arising from Bie negligMil or Intenllonal acts or oirrissfons of tie iiidemnirying party or 9a subconfraelets, or the otOcera, dlrscbxe, en ilDyeea, e^te, successors, and assigns of any of them. In the event that Ihe indemnilfed party's or a third pert/a neg^ent or ailenikmai acts or omissions coniribuled to cause tie injury or damage for which a daim of Imfemiiity Is being aasarted against the Indemnt^ party hereunder, the damages and expenses (Induding, without Rmltsllon, reaionsble attorneys’ fees) shall be aSocated or reallocated, aa toe case titay be, between the Indemrtllled party, Ihe bidemnifyfng party, and etw other party bearing responsfolSty in such proportion as appropriately reflecls the relaiive fault of such pa ea, or toair subconiractora, or Ihe ofHcers, directocs, employees, agents, successors, and asaigna of any of them, and toe llabiity of toe indemnifying party shat be proporitonetety reduced.The foregoing IndemnUlcatlon obUgatlone are condaioned upon toe hdemithsd parly prampUy ncISyfng toe kidamnlTyfng party in writing of Ihe dakn, suit, or proceedng for which too Indomnifying party la obfigaled under tiris Subsection, cooperating with, assisting, and providing Infomialfon to, toe Indemr^ng party as reasonably requited, and granting the ndemniying party toe exdusivo right to defend or settle such dalm, suR, or procoodng; txovfclod that any such settlement or compromise Includos a releasa of the Indemnlfled party from all labilty arising out of such deiffl, suH or proceeding.

12. INDEMNIFICATION- INTELLECTUAL PROPERTY12.1 Cofilraclorvrll have toe obfigaSon to defend any clafm, adion, suR, or procaeding (1PR Claim'O

brought against Purchaser so for as It is based on a dalm that eny produd stippSed under tola Master Agreement Irtolrrges Third Party IPR (as daflrtad baiow). Contractor wi indemnify Purchaser against any Dnel judgment entered In respect of such an IPR Gain by a court of competent jurisdIcUon and against any settlements arising out of such an IPR Claim.

Cisco Systems, Inc.ATTACHhtENTA-fmt. WSCA-HA$f>0 UmniCs 3.13.i4 A*5

Page 35: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Contracter'e obllgatlam to defend the IPR Ckslm Indamnify ihs Purchaser are ccmlflloriat upon:

12AA Purchaser notBVfc’3 ConlrBclor pronqiBy In wilfng ol (he (PR Claim or 8ireat IherBof;

12.1.2 Purchaser giving Conlradorlull at«J excHiStve auUwrily for the eontluct of (he defenso and selltement of (ha (PR Clakn and any sufaaaquent appeal; and

12.1.3 Rechaser sMng Ccnlracior ell MoiTnadon and assialBnca reeeonabty raqueGlsd by (Contractor in connection wldi Hjo conduct of die dofensa and eettlement of ths IPR CtoEm and any aubseriuent appeaL

12.2 for the purposes of this Master Agreemant, 'Third Parly (Pf?* mean* a Lfnilad Statas copyright exlstmg as at the data of ord« or a United Slefee patent iasuad as at (ho date of order.

12.3 If w IPR Claim has been made, or In Conireotor’s reesonabte opinion is (ikaty to be conunenced. Purchaser agraos to permli Cwiiractor, at Its option a»id expense, either to; {a) pnicure for Purohasor the right to contmus uang Iha prodticli (b) replace or modl the product so dial It becomes t»rt-ltrfirlr^no; or <o) Immediatdy temetnats both patlios' reapaclivc rights and ob^atlona under thta Master Agraemsnt Mtth regard to the product. In vMch caaa Purchaser win return Bio prattoct to Cmitraetor and Contractor w i returMi to Purchaser iha pries origaiaiiy paid by Purchaser to Contrsetor ibr the product, as doproctated or amorUzed by an equal annual amtjunl over three (3) years tom date of oiiBinal ehipmanL

12.4 NotvdthstandEng the foregooig, Contractor has no lability fer, and Furdhaaar wtt defand and todemrdty Contractor egainsl, snytPR Claim arising tom:

12.4.1 the combination, operaden, or use of a produd suppQed under iMs Mealar Agramnent \stih any product, device, orsoftwem not suppOad byCoritractor;

12.4.2 a Ctm'm that asserts damages baaed upon the amouni or duradon of use whiolv Purchaser mahoa itto product, rovanuo enmect Purchaser from services it provides whkdi olBlro iha product, or services offered by Purahaew to external or bdernal cuatomers;

12.4.3 Iha attonalion or modilicstton of eny product supplied under this Master Agrooment from and after the dale such product Is so supplied and such elterallcn or modincaUon is not made by Contractor;

12.4.4 Contractor's compaence w4th Pwchaaoi'a destgiis, spocHlcallons, or tosbuctlon*: or

12.4.5 Piffchasar's use of the product after CwUractor has toformed Purchaser of modlRcallons or chants to the iModuct ro<{ulred to avoid such an IPR Claim if (he ategod Infringernant woutd have been avoided by impiranentalton of Contractoi'e recommended modtficaltons or changes.

T«S SECTION STATES THE ENTIRE OSUOATION OF CONTRACTOR AND ITS SUPPUSHS, AND n « EXCLUStVE REMEDY OF PURCHASER, BV RESPECT OF ANY INFRINGEMENT m ALLEGED INFRINGEMENT OF ANV INTELLECTUAL PROPERTY RK3HTS OR PROPRIETARY RIGHTS. THiS INDEMNITY OBLIGATION AND REMEDY Af^ GWEN TO PURCHASER SOLELY FOR ITS BO«FIT AND IN LIEU OF, AND CONTRACTOR DISCLAIMS, ALL WAfyWNTIES, CONDITIONS, AND OTHER TERMS OF NON’WFRINGEMENT WITH RESPECT TO ANY PRODUCT.

LImtfalion of Liability. Except for those obOgeltons under Inloftoctuat Roperty Infrtogmnent, General bidemnity, notwfthstanding anything else herein, ail HabifHy of Contractor and Its suppliers to any Ftotlidpaling Entity for cialtne arising tmdor this Agreement, the applicable Parttclpatmg Adetondum, or otheiwlBe s N I be Imited to Three MBlIon Dollar* (1^,000,000). Thb UmltaBon of tebiiay Is cumulattvie and nolpartoetdent

Waiver of Consequential and Other Damegee. In no event shaB Contractor or Ite supplier* be lehle for any toddehtsL sp^lat, Indirect, or eonsequenttel demages, or lost or dmnagod data (except for a loss of

Cisco Systems, too.ATTACtmNTA- fWl WSCA'fiASPO TttmlCtXfZU

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Purchaser data caused by Contractor’s negllgencejl, arising in tori fucluding itegEgence). or t erwlse, «v*n if Coniractcr or Ks eugpitsrs have been Inform of the possiblllly thereef.13. IMDEPEWDEfJT CONTRACTOR Th* contractor shat! be an IndeperKtent contractor, and as such shall have no aulhorizatlon, express or ImpCad to bind WSCArNASPO or Che respective states to any sgreementa, satttanienls, labMIy or understanding wtialsoever, and agrees not to perform any acts as agent Idr WSCA-NASPO or the states, except at expressfy set forth heretn.14. IWEWPUJU. CUSTOMER Except to the extait modified a PattWpalJofl Addendum, each Partlapaling Entity shall fc#aw Sie temta and conditions of tfia Master Agreement and applrcabta Psrtfcipalina Addendum and vt9( have the same rights and rosponsiblitles for thdr purcheses as the Lead State has in the Mesler AgtoemenL Inctudhg but not Kmlhid to, any indemnity or to recover any costs allowed In the Master Agieement and applicable Partidpallrrg Addendum tor their purchases. Each Partlclpaling Entity wtll be responsible for its own chargee, fees, arxt labilities. The Co actor \MII apply the ch^es and Inwiica each Partlclpaltng Entity indMdually.15. INSURANCE Contractor shall, during the term ofUds Mast«-Agreement, maintain In fUlt force and affect, the btsuranca described in this secdon. Contractor shall acquire such Insurence from an hsuranca carrier Of carriers Itceosed to conduct buetoess In lie PartidpaUng Entity's slate and having a rating of A-, Class VII or belter, in the most recenify published edifton of Best's Reports. Fattiss to buy and maintain the required tosurancs may resuH In thto Master Agrcemenl’s lerminallon or at a Partlclpaltng Entity’s option, rasuh In leimlnadon ofilsPaitkipslIng Addendum.Coverage shal be written on an occurrence basis. The Imits shall be as todicated bekw, With no deduct’ble for each of the following calcgorfes:

a) Commerciai Generai UabiUy covering the rtoks of bodily tojury (todudlng doath], property danage and personal Injury, Including coverage for contrar al Itabiily, wIBi a limit of $1 millton par oocurrencs/$2 mHOon general aggregate:

bj Coniractor must comply with any eppScaUe Slats Workers Compansadon or Emf oyers Usblll Itrsurancs taquirefnenls.

Coniraotor shall pey premiums on ai fneuranco peiktes.Prior to commenceinent of the work. Contractor shatt provide to the Psrifcipadrrg &rt1ty a wrkten endorsemant to lie Contractor's gennal labOty insuranca poEcy that (I) names the Pariklpa&ng EnlSy as an addttfonai Irsured. but only to the extent of NablRfes faling wdthln ConUaotor’s Indemnity obEgattons pursuant to toe terms of this Master AgreemanL arxl (I) provides that toe Contracla's Esbillly hsurance policy shal be primary, wlh arty llabtUy insuranco of the PardcipoUng Entity as sacottdaty and nonconlribuloty.Contractor shtdl fiim iE h to Parttolpating Entity copies of certlEcstes of al reqtered Insurance wkhln thirty (30) c^ndar days of the Parildpadng Addandum's affective date and prior to petfomrlng any work. Copies of renew certMcatas of al required irtsurance shal be furnished wriMn toirty (30) days after renewal date. These csrlilicates of tosurance must expressly indteate compflanca with each and tvary Inaumncs roqulrement specilied lit tobi seciton. Palise to provide evidence of coverage may, at State's sole optton, result to Ms Master Agresnt«it’t tentAraften. in addilton, should any of the required insurance be cancelled or rMn-renewed, Coniractor shall knmedletety teptace such Insurancs and provide to PariidpaUng Entity a certificate of tosurance svidenerng (he replacement Insurance.Coverage and limits shal not Endt Coniractor’a llaUky and obEgaitona under this Master AgroemonL

IS. LAWS AND REGULATIONS Arty and sl supplies, services and equipment offered and furnished shal comply fully with el applicabki Federal and State laws and raguteUcos.

17. llCENSeOFPRE-EXI3TIKS INTeilECTUAL PROPERTY

- 17.1 LIcensa. Condifianed upon cumplianee with toe terms and condSlons of toe Icense grarkad heroin or as represent In Contractor's End User Ucanso AgreemanL Contractor grants to

Cisco Systems, Inc.ATT/Kfm>fTA-FmC.iVSCMlASPO rtMi)dCt3,iZU M

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Cualomar nortewduslve and nonlrwisfersWe Boense to uss tor Customer’s totanrief business purposes ttrs Seftvvare aid the DocumentoUon for whtoh Customer has paid (he re<)Ulred license fees, suf^actto the terms hereir and Exhibit 1. End ttserUceirse Agreement.Customer's license to use die Sonware shall be Kmited to, and Customer shall no4 use the Sonware In excess of, a alngle herdwtarc chassis or card or that mmber of astonf(3), concurrent ueera, sessions, IP sttonisses, port{s), sest(3), servsr(s}, orsite(s), as sol forto ih Iho applicable Purchase Order uthloh has been served by Contractor and for tbhtoh Customer lies paid to Contractor the requbed Beenes fee.Unless olherwlse expressly provddrai in the docuittentallon, Customer shall use Ihe Software safely as embedded fan, for exeevittm on, or (where hie epplSc^e documonlettotr permits Installation on rKm-Contracdor equipment} tor communfcaliQn ^Ih Cortroctor equipmenl owned or leased by Cuatomer end used for Customer’s totornal business purposes, For eveluqltan or beta coptos for which Contractor does not charge a Bcanso foe, Iho above requiremont to pay license fees does noi apply.

17.2 General UmHatlona, Tide is a Kconse, itot a tmnstor cf title, to the iSottware end Comrtonlalton. arto Contractor mtahs ownm^p of alt elites of toe Software and DoaimentaBon. Customs acknottlodges that Ihe Software and Documcnlattori cont trade scemts ef Contractor, its suppliers Or Bcensurs. Inducting but not Smlfad to too speciBc totemsl design and struclure of InchvkIUBi programs arid assodalsd interface Information, Accordingfy, exoopi as dherwieo exprasely provWed under Itos Agreoment, Customer shaB have no dght, and Customer spscdlcaity agrees not to;17-2.1 transfer, assign or subVeense Hs Kcaiso rrghte to any other person or en&ly, or use toe

SottwarB on unaulhorteed or secontBiand Contractor equipment, and Customer admowtedges that any attempted (i isfer, sss^ment, subHcenae, or uao shall be void;

17.2.2 excopi a* approved to writing by Conbactof, make error oonrecllons to or otheiwfee modliy or edr^l the Software or create derivadva vrarhs based upon Iho Software, or pomiit third parties to do toe same:

17.2.3 raverse engfaieeror decompee, decrypt, tfisaasemble, or olhetwise reduce ton Software to fruman-readalife form, except to ttto adsni olhendsa expressly permBlod under appScabto law notwtthsttoidlny tola restitclkm;

17.2.4 use or permit tha sotlwam (other toon embedded In the product) to be used to perform sarutofts tor ihftd psrfies, whetoer on a service bureau or limo sharing basto or otoorwias, vnihout the express wrttlen autoodzotton of Contractor; or

17.2.5 except and to toe exiam expresdy required by a Parfidpating State's rqiplicaUs leoords laws or float court order forovidod that toe Partidpaltog Slate provides; (1) prior wrftten notice to Contractor of such obUgstton and (2) too opporturfly to oppose such disetosure, proviston, or mhetvvlse mafatog available), disclose, provide, or otoerwlee make ovalldbto trade seexets contotoed udthto the St twaro and Documentation to any tomi to any third party without Ihe prfor wittton conarntt of Contractor. Custoinor sltal bnplementrrtescneble security moosuros to proiodsuch farado secrets.To the extant required by tow, and at Cuotoirtar's wrllten raquast, Contrsettx' shall provide Customer with too Interface tototioBllQn needed to aohiovo intoroporabQty b wean toe Software arto another Indapendenlly created program, on paymemt of Contreckx's oppUcable fee, ft any, Cuslomsr shall observe strict obllgalloirs of conffdoltiiottiV' with respect to sucto Informallon and shaR use such torormaSon In canpRancs with any a; ltoabto terms tout conditions o on which Contractor makes Such mformatlon svdla^.

17.3 Software, oporodes/lfodates. and addilton copies.NOTWITtffiTANCHNG ANY OTHER PflOVlStON OF THIS MASTER ASRfEMENT: (1) CUSTOMER HAS NO LICENSE Ok RI6HT TO USE ANY ADDITIONAL COPES OR

Cisco Systems, FneAJTACNMENr A - fMML WSOI-rVASPO 7S soil C« A « . ( f A4

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UPGF5MKS UNIESS CUSTOMER. AT THE TWE OF ACQUtRING SUOl COPY OR UPGRADE, ALREADY HOLDS A VAUD LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID ThE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS UMITED TO CONTRACTOR EQUIPMefT FOR W>«CH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTOERWISE HOLDS A VAUD LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRAOEI AND (3) Tte MAKING AND USE OF ADDITIONAL COPIES IS UMITED TO NECESSARY BACKUP PURPOSES ONLY.

17A Proprielatv Noticas. Ctiatomtf agrees to maintain and repraduca all eopyriflht and oftor proprietary notices on el copies, in any fonn, of the Software the same fonn and manner that such copyrighi and other propdetarynotlces ara included on tha Software. Except as expreaaly authotiaed kt this AgresmenL Custonier shall not make any copies or di llcates of any Software wtlhoul lite or written pem ssion of Contractor.

17.5 Term and Termination of ticenso, This Rcense granted hw^ aha# remain alfaofiva until tamilnated. Customer may termhala tha lioanse at any tSme by destroying aV copias of Software and any Documentalton except as to lha rrdnimtm numbw of copies requked by tow to keep for andikAE reoDrda purposas only. Customer's rigfiis under (his Itoanss wil (ermlnale Inmedlately If Cuetomer fals to contp wllh any materfei proidslori of Pits Icanaa and Contractor will give Customm- hoftca of sudr non-compBanca. Upon termihafion, Customer shal destroy all copiM of Software and Documenlalton In Is poaaosslon or controi.

17.6 Cuatomar Records, Customer grants to Contractor end ita indepenrlGnt accountants tha right to axamine Custcnier'a books, records, and accounts durlrtg Customer's normal bu nesa iMurs to verify compfonca with rids Bcense. In tha event such audit discloses non<omp6anca dtls Iconsa, Customer shaR pronvdy pay to Conlraclor toe approprtote Rcansa feoa, plua lha raasonafaia coslofcondu^ngtheaudH. In al other drcunstancas, the audit fees shaft be paid by Contractor.

16. NO WAIVER OF SOVEREIGN IMMUNITY In no ev«nl she# Bits Master Agreement, any Perlidpadng Addendum or any contract or any purchase order issued Utaraunder, or any act of a Lead State or a Participating En%, be a waiver by the PartldpaOng Enlty of any Ibnn of defense or Immunity, wheBtor sovereign Immunity, governmental inmunlly, immuiyty based on the Bevenlh Amendment to too ConsUhition of the Uniled States or otherwise, bore any claim or from the JurtotftcUon of any court If a ciaan must bs brought In a toderal fonnn, then It must be brought and a<9ud(cated solely and exckislvoly wfthin (he United Slelaa District Court for the Partlclpaftng State, This section apples to a dalm brought against tha Partidpaling St^ only to the exlertl Congress has epproprfataly abrogated tha Psrtkspeb'ng State's sovereign innnuunlty and Is not consent by ftis ParddpaUng Slate to be sued In foderil court This seclton is also not a waKrer by the ParOcIpirtlng State of any (atm of temiunity, ktekidlno hut not llmitfld to sover^n totmunlly and Immunl based on Bte Elevenlh Amendment to lha Constitution of the Untied States.19. CTTDER NUMBERS Master Agreement order end purchase onfer mirnbors shaft be dearly shown on si acknowisdgments, shmptog l^sto, packing slips, btvolcas, and on all oonespocKlenca. Any such Infbnnailon wH be per Coniractor’s existing free fomt sinicEure, wBhout custonrizaliDa Tha punriuise order numbers reflect Coiriractoi's FuNDImenl Partner purchess order numbers; however, Conirador wU request that Its Fulfliment Partners use reesonable efforts to provide the Customer purchase order numberhiflieffee Idnn notes.

ORDERS. Notwtthstandlng anything eontalned in the Master Agreement to the contrary;1. Contractor reserves the right to require fret purchases bs made through FuHXment Partners.

Where so required by ConUacter, Puretttsars shall not order Products or Servicas directly (ram Contractor and shall order same from Futnumwit Partner. Purchaser shall purchase products by issuing a wntten or elsctronio Purchase Order, stgued or <tn ftia case of sisctronic transmission) sent ^ Ns auftiorlzed reptesentallve, Indtoallng specifle products, qUaniNy, unit prica, total

CIsoo Systems, Inc.ATTACHUEtfTA-fVMl WSOWMSPOTSandC s a t2 .f r A>9

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punshase prica, shippkig Iralnicttona, requested deMvsry datas, bfl-to and shlp>te addresses, fax exempt oerdUcairons, if appBcatile, and any other special instructkirvs.

2, Any cortfingencfes on Purchaser’s Purchase Orders are not binding upon Ck nhacter. The terms and condliiotB of tWa Maater Agreamant and applicable Partlef tlng AddarKlurn prevail, reganSesacf any addltfortel or conflicting terms on the Purchase Order, or other correspondanco from Purchaser to Contractor and any additk»iai or confficling terms are deemed refected by Corrtractor untesa ConltBClor has expressly agreed to such (arms tn vrritmg. U m acceptance or processing of a Purchase Order, Order, or Order Document conlainirtg such lerms ahal net eonstltulesuch express consent.

3, AU Purchase Orders are subject to Ccnbactor's neasonahla acceptance (Including performmQ any refated credit chadhs). Contractor strait use commen Vy rassonaUa ^orls to accept cr rojoa orders tn virlting wKhln ten (10) days from rac pi. or wMto three {3} business days, If orders era plecatl eleetronkjdly,

4, Purchssef may defer product sh^ent itp to thirty (3t days fr«n the originally scheduled shipping date, prthdded vwlfton notice is received by Cortraotor at least ten (10) dai» before (he ert nafy scheduted sNjpprng date. Cancstlad orders, rescheduled decades, ct product conflgursflon chEtnges made by Pufchasar Isas than (an (10) days before the origlnd shippteg date are subfact to Ccniiactor’s acceptance and a charge of fifloon paresnt (1&%) of the total Invoice amount ralaftog to the affected Product(s). Contractor reserves the right to reschedule deSveiy due to cenOguratton changes made vritkn ten (10) days of acheduled et xnsni No cancelailcn ehall be accepted by Contractor where products are purchased whh Impiemerdalton servicae, inciuding but not Xmlled to design, custontfsetion, or Inelafladon services, except ss may be set fbrth In the a aement or statement of Work under vdrich the earvices ere to be rendered. Netwilhstandlng any lng to (ha contrary, tf Contractor Is delayed In shipping Ihe product tor thbty (30) days or more Item the tetgtoat stopping date, the Cuelomer may cartel the order without charge.

5. Services. Purchaser may ptocas Puntoastr Orders tor ths varfoua servtcBs offBied by CorUractor. The ptod^n of any such services, S accepted by contractor, shiJI be sut ecl to the terms and conditions set forth In Ihts Agreement, including Iba Mastar Services Agreement attached hereto as gnjifcli 2- as well as the then-current temns of service tofcrlngs set forth on Contractor's w^slte at hrtorf/www,dfiy,cpmfleoalfeBrvKea.html. Ccnbactor reserves the fight to subcontract senneea to a third party matotenanca organlaatton to provi^n services for Purchaser.

6. All ^ated prices ere excki ve of any taxes, fees, end dultes or other similar amounts, however designated, and Including wflhout Umnalton value added, sates and withhotolng toxss wtoch an> isvtod or based upon su^ prices, charges, or ixpon tols Master Agreement, Purchssar Will pay safes end use taxes, tf any, Imposod on (ho Products end Servteoe acqtdrod tfndor ttos Ma^er Agreemwit, or ftimish pruef of Ha tax-exempt stotus upon request. Contractor will pay afl other toxoe based on Conbutor's Income or gross receipts, or personal property texes tevied or assessed on Contractor's persMial property, In the everd fiipt the Pundiaser Is exempt from fMcporty and sales taxes, it wia not be same.

7. Notwithsianding anything contelitod to the Master Agrerxnent to the contrary, mcdinceticrts whichContractor deema nooessery to comply with aped icallonE;, changed safely standards or goverranentel regulations, to msSie the product non-lnfrfngtog with respect to any patent, copyright, or other proprietary Irvtereel, or to otherwise Improve the product may be made at any time by Contractor without p ^ notice to or conserd of Purchaeor or WSCA and such altered product shaM be deemed toSy conformtog. Contractor sh^ employ (rommercti ly raasonabto efforts to announce, todudlrig by slectronic posting, practoct rgseontlnuma or changes ottiBr toan those set forth to the pr otis santefice In accordsnee with COhlractor's End-of-Llle Policy, whfeh Is found at the tollo^g URL: httoiilhvww.deco.coim/cfenAjsfproducls/eos-ecf-pcllcy4tlmi. Purchaser may maice a lost-ttmo purchase <4 such products as set In tudi poBcy.

20. PARTtCIPANTS WSCArNASPO t» the cooperellve piarchaslr arm of (ha Naltcnal Associalfon of State Procurement Offidels. h b a cttoperallve group ccntrsctlng consortium fm state government

Cteco Systema, toe.ATTACWMENrA-FWM/. WSCWmsftoTSSffirc;* 3,IZt4 A-10

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deparimente, Ihtblulions, agencies «nd pcStical subdM^s (o.g„ colleger, schoot dielricts, counties, dtles, etc.,} for dl 60 states, the District of Columbia and the organized US Isnftories. Oblfgallone under this Master AgreemeiU are limited to those Partidpaling States vd» have signed e ParddpaDng Addendum where ccntemplsled by the solldlation. Participeting States Incur no flnanclat ohHgalions on behalf of poHtlcal subdhisions. Unless oQstvrise spadlied In the soildtadon, dre resulting awardfs) vtOI bo pemiisslva. Purchaser under « Pa/ffcipaltng Addendum shail have no Itablirty to Contractor beyond tunda that are appropristed end made avalable to the Purchoser by the apfdlcabla toetstadvtt body. If sufficient funds are rwt approprtaled by legislaitve action to a Purchaser as to any futiaa period. Purchaser may tsnninata its Order(s) prospectivaty aa to audi fulurs performance Impaded by at to dre extant of non- appropriaUon< or olbonAtse wodt \dth Contractor to arrive at a mutually acceptable rasoludon of the stotton. Purchaser shdl notify Contractor ki vwiting of such norvefrprapnalion vdthin thirty (30) esJendar days of Ina) iagtsiaifve action,

21. ENTITY PARTICtPATION Use of spedfle WSCA-NASPO cooperative Master Ajreementa by stela agendas, pdUfoal subdvlslens and other entitles (indudtng cooperaOves) authorized by Indtvtduat slate's statutes to use state rrontracts ere sub{ttct to tie opproval of die respective Sfela Chief Procununsnl OITiciBl, issues of tnterpretalfon and aigfolRy for parifclpalton are solely withfn the eutbority of the respective Stats Chief Procurement Oflida).

22. PAYMENTUpon and subject to credit approval by Conlrador, payment Is net thirty (30) days from invofoe data. Invoices for pr^ucts ordered without imptomentaSon services shaH be rer^red by Comrsetor on or after the date ef delivery of such products to iho Purchaser, tf, at any time, purchaser Is doltoquenl in payment, or Is othHwIse in breach of this coniraci, Contmeter may, without prejudice to odier rights, willihoid sMpmant dudlng porttai shipments) of any order or require Purchaser lo prepay for further shipments. Any sum not paid by Purchaser when due she! bear intarasi uniB paid at a rate of 1 percent per month (12 percent per annum) or tho maidmum legal raUb whidiever ia toaa. Purdiasar grants Conirador a security Interest bi products purchased under Ms contract to secure psyment for those products purchased which sacurlty kilerest shell expire upon fott payment In accord»iCB vytth the terms. If requested by Contractor, Purchaser agrees to execute linancing statements to perfect thb security intorost. Payments may be made vie e Slate or poilifcai subdMsion 'Purchasing Card* to FuinitmsrE Pertners under (his contract.

Where permitted by the law of the Partidpatfog SfoleilEnlity, lease Itnandng Is an allowsbie payment opdon under the resuiilng contrect The terms and condftfons of the cepifol laeso ttoanctog arrangoment with Cisco Capital, or its designated and/br approved drumcing partner, will he set forth between the purchaser and Cisco Capital or Its designsled andfdr approved ifoandng partner.

23. PUBLIC tUFOaHATlOW This Master Agreement and dl related documents ere subfect to disdosura pursuant to (he PartidpaUng Entit/s pubSc informaion taws.

24. RECORDS ADMINISTRATION AND AUDIT The contractor wHI msMalrr, or require tie rrvalRlenance of st records necessaiy to property account for (he peyments made to the contractor for costs authorized by (Ms Master AgresmertL These records wll be retained by the contractor for at toast lour yoars after the Master Agnsemant terminates, or unSI dll aurSts kiUated wRhin tho (bur years hsve been completsd, whichever la teter. The contractor agrees to allow WSCA-NASPO, State and Federal surKtors, and state agency staff access to alt the records of this Master Agreement and any order placad under this Master' Agreement, for eu<£t erxl inspecSon, end rrronitoring of servicas. ^ch eccesa will be 1) with at bast ten (10) business days advance writlan notice, during normed budness houra,, 3) shall not unckSy Interrupt or interfere with Contractor's normal busfnaas operetlona, and 4} to the event that such su<fitis conducted by a third party, such third party ihal, prior to conduettog such audit, execute a conRdsndalliy agieemenl for iho benetit of Contractor In a form reasonaUy satisfactory to Contractor.

Cisco Systems, Inc.ATTACHMENT A - tWAL WSCA-NASPO TintJCsS 12. U A-11

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as. REPORTS and ADMIMISTRATIVE FEES Tha conlxacuw 8ha« siAmR quarterly reporta to the WSCA- WiSPO Contract Admli stralor showing tha qusnhSes and dcBar voiume of purcheees by each partkipaSng entity.

The contractor must pay a WSCA-NASPO adnilnlstfatfve fee crt one quarto- of ono percent (.25%) in accofdarico with the term* and cor>dHlona of the Uaster Agrceirrent. The WSCArNASPO adminlstrathro fee shall be subnaltad quarterly and la based on sates of proddcls arKi services. The WSCA-KASPO admintelratlon tee Is net negollatsle. This tee Is to be incitidad as part of the pricing sttenWtted With propceal.

Additionally, some States may require teat an adtCttcnal fae ba paid dIrecUylo the Stale on purchases made procuring entitles whtw that Stale. For ail such rsqtmsla, tee tee tovol, payment m^hod end schedule (or such reports and payntants will be tncerporated In a Parttclpairng Addandum that ts made a part of tee Mastar Agreement. The contracter may adjust tec Master Agremant pricing accordingly for purcfiasas made by procuring agencies wllhhi the Jgiisdicfion of tea State. Alt such sgreementa may not affect the WSCA'NASPO adnttelstrallvc fee or the prices paid by the procuring agenctea outsida tee {urisdedonof tea State roqussling tee addldanai tee.

2S. STAMDARD OF PERFORMANCE AND ACCEPTANCE Purohasar has Ifarty (30) days 6«flar Product detivefy to inspset the Product for external damage and for any ccncoalei) damage (‘’Acceptance Period'X If external or concealed damage is rsveated during the Acceptance Period, ihetr Purchaser Shan notiy Contractor. At Conlractcr’S optkm, Contractor shall 1) repair such damage. 2) ship a raptecenrent, cr 3) refund tee purchase price (upon return of the Product). Alter such Accaptance Fanod the Prcducia diEdl be deemed accepted.

27. Semionlntenllonalty Left Blank.

28. TITliE OF PRODUCT TSlfe and risk of loss shall pass to Purchaser upon dellyery, Any frafisfera of Embedded Software shsi be per Contractor's teanrctarairt Transfer and Re LFcartsing Pcllcy.

29. WAIVER OF BREACH Failure of Lead Slata cr Fariidpatlng Enlly to declara a default cr enforce any rights and remedies shalf not operate as a waiVer under tela Master r^eement cr Parllcipaifng Addertown, Any waiver by tee Lead State or Parilcip^ng HntSy most be in witeng. WsHvar by tea Lead Steffl or Paitlc^atlng Entity cd any defaurt. right or remw^ under this Master Agreement or Partidpatteg Addendum, or i^eadt of any terms or raqutrements shaR not be oonsliuad or operata as a waiver iifany siteasquent dafaidl or breach of such tarm or rei^cmsnL or of any other term or raqtdremonl under this Master Agreement w Participating Addendum.

3a.WARRAKTY

Ah protends are sold with Contractor'a standard M tcd warranty listed betovc

30.1 Hardware. Contfactoi wairants teat ftem Iho date of shipment by Contractor to Customer, and contlmilng tor a porlod of the tonger of (a) ninety (90) days or tee period set torth to the Warranty Card accompanytog the product, the Hardware wfl be free from dafocts to material and wcitonenshto, under nonnal usa. This tmRed warranty extends only to tee ertgtoel user of the product, custemer'a sole »>d exclusive remedy and the ertUteXablllly of Contractor and its suppflars under tela limited w atr^y wit l» . at Contractor's or Its swvico center's < >Uon. sfiipmont of a raptocament within the parted and accortfing to the rapfacament proesas dasoteed In tea Warranty Card, or a ratond of the pwchasa prtee, If tee Hardware Is returned to the parly sttoptying it to customer, II dhferem than C^ractor, freight and toaurartce prepaid. Corrtractor replacement parts, used In Hardware repair, may be new cr aquivatont to

Cisco Systoms, Inc.Amam»TA~ fdwl wbcs-naspo rarnd'oa.iJ.M A-12

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new. CoriCractoKs oblisations herBitxler «ra condiUonod upon tho r«lum <A alfedod products, hsccordance wflh Ccntractor’sthen-currmt Return MatertaiAuthonzafion {RMA) pro^uros.

90.2' Software. Contractor warrants that from the data of daSvety by Contractor to Custoroor 0>ut tn easa of resale by a Contractor reseler, commencing not mora than ninety <90] days after onstnat shipment by Contractor), and continutng (or a period of the lorrger of fa) ninety (90) days or (b) the period set forth tn the Wananty Card actxmpartying the product Qf any): (a) the msi& on which tho Softtvare is ftrmtshed ttfli be hue of dofscu In materials and wodimanshlp, uitder rnmiBl use; and the Softyrare substanflally conforms to its publshed tpectncadon& The date of shipment of a product by Contractor is set forth on the paiAaging matWtal m which lit product It ^pped. Btcspl for Ire fbragoing, the Softwara is provided AS IS. Thto limited warranty extends only fo the Customer who is the ooglrral licensee. Customer's sole and exdusiva remedy and lie entire nablHy of Contractor and %s suppPers under this GmXed warranty wil be, at Contractor or Its service cemer*s option, repair, repfacement, or rafond of |iB Software If reported (or, upon request, refumed) to Ihe party supplying die Software to Customer, V iSforent Han Contractor, fn no event does Contractor warrant that tha Software Is error free or that Cuslomor wB be able to operola the Software vnthout profalnriB or Infam/ptlons. In addition, due fo tha continual devefrfoment of new techniques for intruding Upon end attacking networks, Contractor doee nol wanrapt Dial foe Software or any equ ment, system, or network on which foe ScAwsre is used wB ba free of vufoarsbSly In Intrusion or attack,

3D.3 Restrictions. This warranty does not appiy I thu product (a) has been altered, except by Contractor, (b) has not been installed, operated, repaired, or maintained In accordance with Inslniclfons auppSod by Contractor, (c) has bean subjected fo abnorniai physioal or electrical sinss, misuse, negSgeitce, or acddant) or (d) Is sold or, in the case of Scftware, Pcensed, for beta, evaktallon, testing, or dsmonslralion p u ^ K for wfddi Contractor does not receive a payment of purchase pdM or Itcenss fee.

30A WSClAIMSt Of WARRANTY. EXCEPT AS SPECtHED W THIS WAWtAMTY, ALL EXPRESS OR IMPLIED CONWTIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WlTHOlfr UMiTATION. ANY IMPLIED WATOWITY OR CONDITION C» MERCHANTABILITY, FITNESS FOR A PARTICIILAR PURPOSE, NONINFRINGEMENT. SATISFACTORY QUAUTY. OR ARISING FROM A COURSE OF DEALING, LAW. USAGE. OR TRADE PRACTICE, ARE HEREBY EXO.UDED TO THE E3CTENT ALLOWED BY APPLICABLE iAW. TO THE EXTENT AN ftrlPUED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERKX). This disdarmef shadi apply even if foe ebova-slalod warranty falls of Hs essential purpose.

The above warranty does not apply fo any beta aoRwara; any software made avalabla for testing or demonstration purposea, any tompwary software modules cr any software forwhioh Contractor doss not recalve a Kcansa fee. All such software b provided AS IS wtihout any warrsnfy whatsoever.

31. ASSIGNMENT OF ANTITRUST RIGHTS Contractor irrevocably assigns to a PailldptiIJng Entity any for relief or cause of action which the Contraetar now has or which may accrue to foe Conirsdor in

the fufore by reason ct any violation of slato or federal anllimst laws (16 U.S.C. § 1-1S or a Paiticipatlng Entity's stale wforual provisions), as now In effect and as may be ammded from 8ms to 8me, In connection with any goods or eaivicsa provided fo tho Cordraotor for ihe purpose of cariybig out lha Contractor oblfgadons under tlds Master Agreement or FfortfolpaSng Addendum, Indudtng, at a Partidpatfog Entity's option, the right to control any such Wgatlon on auch claan for nSef or causa of action.Contractor shal requke any stfocontractors hired to perform any of Conlraidot's obllgaflons, under thia Master Agreement or Psriidpating Addendum, fo Inisvocably a ^ n fo e Partidpatliig EnSty, as third party benefldaiy, any rHjhL title or Interest foal has accnisd or which may accrue in foe future by reason of any vtobdon of slate or federal antitrust bws (15 U.S.C. § i-15 or a Paiticipaling Entity's stale antitrust provisfons), as now in effeci and as may ba smendad from fone to time, in connection with any goods or services pravidsd to iba subconkador for foa purpose of carrying out foe subcontractor obligadone fo

Cisco Systems, Inc.A m c m ^ A -f iM L wsewfASPOT* *ixrctai2tf A-13

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the Cofit adof Irt pu(3U9nc9 of fhia Masin Agraament or PaiUcIpet g AckJandum, inciuding, at a Partcip rtg EnCl/s option, the right to control any $uch jingatton on «u5i claim for relief or causa of achor>.32. VireCA-WASPO eWARKET CEWTgR Awarded rasponcfers W9 mqulred to parOdpste in ihe WSCA- NASPO oMartcol Center and. wuridng through WSCA-NASPtya conlractor (SdQuesI), conrteci wiBi the aMarkBl Center. The Idoei slteation would be to uae etiher a hosted <by ScICSueet) or Punchout Level 2 catalog conPiguradona, but actual retpjiremenie will be determined by the Load Stale Cnrhact Administralcr, WSCA-NASPO, WSCA-NASPO's contractor (ScIQueet) and tha awarded contracicr, aher award, PaSctpalion doee not rtHfUirG an awarded raspatider to have any epedel level cf ledirwldjty cf techn<A)cal underet dlng.

OennHItme

Confaractof - means the peieon or atilSy de#vorlng Products or performing services under Bie toms and cohditians eotfoitit In this Master Agreemeid.Lead Stele . meatts the Slate conducting (his coopemlive eoftdlatltkt and conlraHy administadng any resutting Master AgreamOnt With ttie pwrtdsston of the Slgrtatory States.Master Agreement — means the umfertyfitg agreemerri executed by end between Ihs Lead State, ae WSCA-N&PO contract admmietrator. acting on bohatf of WSCA-MASPO, and the Conlrsctor, ns now or hereetter amended.Order - mawe any purchase order, salas order, or other document used by a Partidpallnp Entity to order the Products.Pattidpadng Addendum .. means a blelsral agfeem^l executed by a Contractor and a Pdrllcipatlng Entity IncarporaAig Als Mast Agreement end any other addilltmal Pntidpating Enllty epecrfic tenguaga or other regUlfemenils ,e.g. ord^g procedures epecifle to tha Pedlcipagng Entity, c^er terms erul oohdliione.Participattng Entity - maana a state, or other legal onllty. property authorized by a atata to enter into the Master Agreement or PerUclp«tlng Addendum or who is authodzed to order Muter the Maeter Agreem t or Parttci iltrg Addendum.Product - Any equipment, software (Indudfrig embedded software), docunteniadon, or deilvombte supplied or creeled by the C itnactor pureuarU to this Maeter AgreamonLWSCA-NASPO -la a cooperative group contrsetfrig consodlum for state procurement officials, representing d artmenie, tnsfiluibns, agerrcles, and poWcai sutuSvisione ()«., ooteges, echoct disiricte, couniiss, eSfes, ate,} for all states end lha Dtslrid of Columbia. WSCA-NASPO b 3 oOoper IVe purchasing arm of the National Aasodatton of State Procurement OMIclais (NASPO}.

Addidonat DafInlUons and Altematlva Term*

Customer* see TurchaseH* <r*Partldpa1ing Entity.'Dooumaniatlon - meena user manu^ training nialerlBts, product deecrfptlone end spacincaSons, lechnteal manuals, Itcwise agreemerHs, aupporifng matartais. and othsr Informallcn retaling to Products or Advanced Services offered by Contraetm, vWiettier distributed In p< t, elatdrordc, CD-ROM, or video fonnatEffective Oats -meene June 1 ,2Q14.Fumilrnent Partner (abo roforred to as “Roselter' w 'Authorteed Reseller*) - means a third-party oontraclof queaiod and aoBiorized by Contraotor, and a| )roved by tha Partidpeling Slate under a Participating Addendum, who may, to the extent authorized by Contractor, lUftll any of the requlrefnenls of this Master /^eement Induitrig hut net imtted to providing Proctecls and Services under this Master Agreemenl and bSlIrtg Purchaser* directly for such Products and Sendees. Contractor may, upon wrtlsn

Cisco Systems, )nc.ATTAcmmNr/i-fimt mcn-mspo r» muc* xizu M 4

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noUcB [o lha Psrllctpallng S(al«, a(td cr delete aulhorized FulfillmenI Paftnefs as nocassary at any tima dur^ die contract tsrm. ruinilment Partner has no aulhodl/ to amend thfs Master Agreement or to btnd Contractor to any additionid terms and condlttcna.Participating State - see ‘’Particlpallng BifKy.'Purchattr • (also raterred to as •Ctatomer*l means: (a) Hre Lead Stale, (b) any office, department, commission, coundl, board, oommittee, insHluUon, lec lslive bixly, agency, publio aiehority, public iwre corporsSon, othar govemmont r»rporallon, or pubic educallonal Irwtttullon ot a Padtcipal State or a Local Public Body within such Particlpallng Stale, orovIJed lhal stxh entity it authorized, under appEcabIft laws, rules aridftir regulafons of the Parfidpating Slats, Q) to purchase Product(s) and Services pursuant to ttlis Master Agreemei solely by execution d>e applfcahle PartidpaUng Addordum, and (IQ to legally bind such body to the terms of such agreement solely by the Itsuatice of a Purchase Order, Order, or Order Document in accordance with and pursuant to Master Agreement, and (El) has been authorized by die WSCA Contract Manager and Ccntrardor to pariidipala under this Mssler Agreement.Purchase Order - aea ’Order."Services • "Services* meana those services wShtn (he scope d (his Masler Agre«nenl, to include the abached Master SetMces Arpeement, and Ssted on Confracloi tban-cunent Globat Price lisi, tndudlno consutOng, training, Inslaliatton tuid mairttenance services, andtor obi services reikted to die products being acquired and iUrtber described at dsco.com and which are subject to the terms of service set forth fn the SOW Terms and Condarons.

O^vfssd March 2013)

Osco Systems, Inc.ATTAOMEMTA-fWtt WSCMiASPO Tl WdCJifZM A-15

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CISCO.w rnnr mim

Exhibit 1 — Additional Vendor Tenna and CondlUona

End User LIcanaa Agr«ainant(EULA)

< ^ o Systems, Ina or its adiliato ficonsing tha eoftwws f Clacd') Is vising to Iteense this sofhvare to you only upon (ho oondHIoo Dial you purchasad ttio software from an approved sawce and that you accept aS of iha lamiB contaaisd in this ond>user lEccnso agroement plus any addlitonsi HmMatiara on Iho lt»nso set forth Bi a suppfomenlal tcensa agraemanl acootripan ii (ho product, avaBabis at tha time of your order, or posted on the Cisco wfcaBe at www.clScaawd^Jftami* (colwstlvely, tha ‘ag^aant«nl , To the extent of any oonlHct between tha terms of this end-user llcgnse sgreemeni wid any suppfomentat iteense agreement, the suppiemental license agreamem shall afxply. By downloading, bistalllng, or using the sohware, you are rspcesentbtg thst you pieohaesd die lofovara from an approved source and bindbig yourself to foe agreement if you do not sgrea to all of tho terms of the sgraemeid, then Cisco is unwWIrjg to licertsa the soltware to you and (a) you may not downfosd, fostall, or use (he software, and fo) you may return foe software (indutOig any uno^ed cd package artd any written malarlals) for a full rafund, or (c), If Bie sofovaro and wrllten materials are aopplisd as part of another product, you tpay relwn the snSra prodkJGt fora fol refund. Your right to rsUim and refund expires 30 days after purchase front an approved aourco, end appllaa only t you pro the original and regtstored ond user purchaser. For the purposes of this end-user jlcensa agreement, an ''approved boutCb* means (a ) Cisco; tx fb) a (Salribulor or systems Integrator authorized by Cisco to dlstribute/bell Cisco equipment, software, ami seeVlcas within your ton^ry to ortii usors; or (c) □ reseller authorized by any such distrfoutor or systems tniegrstor In Bcconlance wQh tha temci of foe dtsiribulor's agreomant wlfo Cisco to distributsljeeS foe Cisco equ^ment software and smvicas wiUsn yourlemtory to eitd users.

Please n<^ that foe remalnbtg llcsnse forms are addressed in foe WECA — NASPO Master Agreement Terms and CoMtlons,

Cisco Syalems, Inc,

AmCHMeNTA-fHiALWSOMtASPOTs»mlCi3.W4

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• i f i i i i i iCISCO.

iwjji. Jiw mmi

Exhibit 2'— Additional Vandor Twins and Condiilans

Matter SarvIcM AgraamantThis htester Services Agreement govarnsal OnJert fer Services piacad under Iho WSCA NASPO Master

Agreemwit Terms and Conditions f WSCA Master Agreement’).nils Agtaemenl it entered into btiwoen Cisco Systems, kic. (Xtlsco*), a CaEfomla corporation having Us prfticipel piece of bcsIneBa at iTO West Tasman iMvs, San Jose, Califamia, 95134 and the WSCA- NASro Cooperative Purchasing Organization LLC fWSCA'), on behalf of tbair Ptjbitc Sector Customers formed under tho lows of United States fCuslom^ having its ptindpei place of business at State of Utah, Dlvfsran of Purchasing and Gonoral Services, State Office Buifdlng, CspHoi HM, Room 3160, Salt Lake CRy, UT 84114-1001, United States, and is ontared Into as June 1,2014.This Master Services Agreement consists of (i) the Master Services Agreement Terms and Conr£6ona {hdudtng the Bdilbits), gi) kioorporated Sections from Ihe WSCA NASPO Terms and Condilions and (IS) (he Ssr ces Descriptions of Ihe Services at dsco.com that Ihe WSCA Customer may elect to purchase, which are hicorporMed in Ws Agreement by dlls refanncB.

Master Servlcsa Ajpaement - Terms and CondBlons

3,

5.

7.

Deflattlons are those set (Hii in the Exhibii A, Ghxsaiy ofTermsatlhe endof IheAgroamMil.Scope. This AgieemenI deaciiiea the Isinis and condilSons tor Purchases by Customer of Servtces,. Customer wta be anlWed to receive Services for which (I) the rjrifceble ^rvicee feas have been paid, (K) a valid SoRwiare license has been granted, astd Customer provides intormaljon raguestedby co such as valid serial numbeia, site tocadon, conha;M riumber, and Product type.Ordart. Torms of this Section ate covered hi Iho WSCA NASPO Ternia eixl CoodiBons.Pricing. For Dhaet Purchasos, and «ibsequent Equipment List renewals, prices for Services shal be (a) those specifiad hi Cisco's then-current Price List less any appKcabIs contract discount In effect under the WSCA Master Agreement at the lime of acceptance of die Purchase Order by Cisco, or (b) those sol tohh in a writlan price quotadon submitted by CItco or its PuHiiment Pertner, if el or below the slated contract discouiiL AM stated pricss sre exclusive of taxes, fees, and duties or other amounts hi accordance with Ihe WSCA Master Agreement. Any taxes teiaied to Servleas purchased pursuant to ihb Agreemont shall be paid by Orstomer or Customer shal present an exemption certtficale acceptable to the tatong authorffics. Applicable taxes shal be btRed as a separate Item on Oie hivofee, to the extent posd^. In the event that Customer is unable to prairide vaSd and appBcabte serial number(s) (or Prodtict and Cisco egress to provide Services, then Senrice fees payaUs by Cintomer shaR be at Cisco's than-currrmt thus and materia or non-contract service rates.Sub{oo( to tiB price discount floor estabdshed by Cisco under Hie WSCA Master Agreement, tor Indirect Pumhases, Fudllhnent Partners are live to dstenmlne Ihetr resele prices untalerahy.Customer undarslands that no emptoyee or representativa of Cisco or anyone efaa has at authority to dotermino sudi rosalo prices, or to limit Iho Fulfllfmeni Partners' pricing discretion with respect to Services,Payment Tomit of this Secdon are covered In the WSCA NASPO Terms and CondlBons. fnvotclng. P«ss fer Setvlcas. other than those for which a SOW Is recfulred. sbsl be Invoiced In advance of delivery of Servtoss. The timing of invoices for Servicss peovidsd pursuant to a SOW shafl be set forth in fee respective SOW.Term snd Terminatton.

Cisco Sysfems, InaArrACHuavrA-fiNtt wsca-kaspo Ts mucs iitrr

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i > h i i | i i CISCO.

MiflpaiMEii«*KseHaReEfw«aiia»cas=35a*xE3AflBe

{a) ThB fsrni or any service order siiall cotamenca ah Iho ETfadive Date of live Ordar and ehaS confimre far a period of one (1) year, orsudi olhsr rmilH-year petdod as set idtUi b1 the purciVAse or^r or SOW. such term will be renewed automaticalty for euccasitve one (1) year tenrie unless dther party noUrias the other of its Intent (o termlivate at least sixty {60) days prior to the expsaSon ^ the ihen current term.

The term of art Et^^ent List shall «primence on the date as! forth on ouch.

(c) Equipmenl LIsI, w l^ may be up to sixty (€0) days (tHMrig fha date of Eurehast Order accetrtance by CEsco. Tha lemv of an Equ«pmenl List shall be hsr a p^lod of one (1) year and shaH bo renewed autonelicolly for successive one (1) year temis, unlesa either party nt^es the other cf Its Intent lo lerm^ate at least sixty {60) days prior to the expiration of (he then current orte (1) year teim.

{d) The term of each SOW shall to stated in the SOW.

This M3$i^ Service Agreement may ba tarmlnalcd in acsorttartce to the same terms as set fordi in lha WSCA Master Asreament, Any Equipment List ta- SOW tnay be lemtlnatod Immediately by eHher party opto written notfca.

If Services fees era not paid vihan due and payment has not baerv received wilhm thirty o) days after notlcB from Citco of s t^ pest due payment, Cisco may withhold the provisito of S e ^ e a wai all amounts past due ere paid in full, andfor tcnnfrtate immerfielely this Aoraemant, any Equ^monl L^t, todsaw.

(e) Cisco reserves the right to make c h a i^ to the scc^ and conleni of the Services or part iheraof, Induding terminating ttva avallahillly of a given Service, at any time upon ninety (90) days’ prior noBee. Such changes w2l become efESctive upon renewal of affected Equ^ment Lbta end SOWS, if Customer does ivot agree to a change of scc^ or cooteni. Customer may ten^neta any affected Equipment Lisi or SOW by rvotlfylng Cisco at feast sixty (60) daya prior to tha sxpbatlon of the then current one (t) year term of the Equipment list or SOW. in such case, Cisco shad continue to provide Service until the next explr^n dele of tea affacted Equfpmeril LtelorSOW,

(0 Each Equipment List end SOW horctinder shad tcrmlitale Immediately upon twmhmtlcn the Agree msni

(g) Upon temiinelloit of the Agreement, any Equ^ant List, or SOWS, Customar shad pay Cisco for all work performed under tha affected Equipment Lists or SOWs up to the effeclfve dale of terminallon at (he agreed-upon prices, tees, and expense relmburaement cates.

(h) Ffrm orders for services under this Master Services Agreamaiit placed and accepted (Mrlor to exphailon of the contract term, (even If Involvino a muM-yete' ccmcnitnient) remaht valid In accordance whh the contract terms which shall remairt b ln^g as to such prior orders only ter Ihe term staled th e r^ and shall not olherwlss constitute en exiatiafon of Ihe Master Services AgraeoienL

Addlllonsl taims governing Term and Tarnifnalitjn are covered lo B» WSCA N ^PO Terms «nd Conditions.

fr. ConiidititlalEiy. Terms of this Secdon are covared In tha WSCA NASPO Terms and Conditions.

9. Warranty. All servtcss provided hareimdar shad be perfdmied In a workmanlSce manner In aceordtoCB with Industry standards expected of a company prevltdng profeeslonat services (n tho networkbH) Inrkistry. Except as specified In dtls secLten, Cisco hereby dlecleims end customar walvaa sS representaliorts, conditltos, and wammUas (whelhar express, Implied, or statulory). Including witeout llmilellon, any wairanly cr condWon (a) of merehtotebllty, ^neas for a particular (XJtpose, non-lnfringemtot tille. satisfactory quality, accuracy, (b) arising from any course Of deafrng, course of performanca, or usage In the Industry, To Ihe extant an Implied warranty cannot bo dlsdahnad, such warranty is limited tn duration to the appIleaMs express warranty parted. Customer’s sote and

Cisco Systems, Inc.

ATTAOmEftrA-F/fUL WSCA-mSPO TsmdCl3,12.14

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CISCO.

days for intaniaiionaf malt); or (d) one {1} day atler deposit w3h a commercial espresa ccurier specifying next day delivery (or bw (2) days for ^tem ^nal courier packages tpecifytng 2-dsy dkiveiy), wllh written verificatfw of recdpt. A l communications will be eeni (o die addresses set fbrdi on the cover sheet of Ms Agreetneni or sitch other address es may be designated by a party by gMng written nolke to the other party pursuant to this paragraph. NotwIlhetamShg the above, ncticsa regarding general changes in pricing, poKdes, or programs may also bo by posting on CIsc&com or by email or fax.

21. entire Agreement. This Master Services Agreement, In addIBon io the general ptovtskms of the WSCA Master Agreement pertinent to Services, Is the oomptete agreement between tha paitias concerning the subject mafler of this Agreement and replaces any prior oral or written communlcadots b etw ^ the pertlas, except as agreed between the peidas. Thoro era no oondlBons, understandings, agreenvortfs, repreaenlalions, or warranties expr^ed or impled, that are not specilied herein. This Agreomerit may only be modiSad by a wrkten docume^ executed by Ihe parlies hereto.

21. No Waiver. The wohrar by eithar parly of any right provided under ihia Agnsemenl shall not consriiule a subsequent or conilnultig waiver of such ri^ t or of any ether right under Ihts Agreement

22. S everalty. In the event that one or more terms of diis Agreement becomes or te deciatad Io be niegel or otherwisa unenforceable by any court of competent Jurisdiction, each such term ehsR be null and void and shal be rfeemed deteted ftom tills Agreement All remaining terms of this Agreement diali remain in ful forco and effect. NcfwIthstaniSng the foregoing, !f this paragraph la invotcad and, as a reeull, tfra valiM of ttils Agreemant Is malerialy imp^ad for rilher pwly, as determinsd by such party In Ms sole discrelion, ihon the affected party mayterminala Ihb Agreemnii by wiftten ntrike wllh teunadtete effect Io the other.

23. Attorneys’ Fees. In any suit or proceedteg relating Io IWs /reement, the pravalling party will have the right tr> recover from tha other iia coets and raasonabte fees and e x p en se s of mtonreys. accountants, incurred In conneclfon vrilh the suit or proceeding, inciuding costs, fees, arid eiqieneea upon appeal, sepaiafdy from end In addldon to any other ammml bickided In such judgment. This prov ion ia kitandod to bo saverabla from the odiar provistons of this Agreamant, and shell survive expMIon or tarminallon and shall not be meiged teto any such Judj eni unless the Judgment ttxpraeafy precludes eurvivebtEty.

24. Wo Agtflcy. This Agreement does not create any agency, partnership, Joint venliM, or franchise reladonship. No employee of either party shaB be or become, or shall be deemed to be or become, an emptoyee of the other party by virtue of the existence or implBmanlallon of tMs Agreement Each party hereto Is an independ«it oonlracior. Nellher party shaM assume or create any obfigaSon of any nature whatsoever on behetf of Bie other petty or bind the ether patty In any rsspoct whafsoever.

25. Counterparts. This Agreoment may be executed In two rxiunterparts, each of which shall be deemed an Qiigteal and together which shell cor lituta ond and the same Instrument. A vaBdiy <xec(Aed countorpart that Is dofivorod by one pmty to the other via eledronic transndssion (a 'Counterpart Imaged di^l be vaBd and binding to Ihe same extent es one deSvered physicaliy, provided that tha vaSd ilgnalur* b desily vielbte tn lha Counterpml Image. In the event that a party delivers a Ccunterpert Image In ^oca of an originsily-eXBcutBd counterpart, such party sh^ retain the orlglnaHy-executed counterpert in Rs flies lor at least the duraflon of the Term hera^,

26. Headings. Headings of secilons have bean adrfod solely for oonvenienca of reference and shafl not be deemed part of this Agraamenl

3T. SurvfvaL Sedfons 5 (Psymenl), 7 (Term and TermlhancinX 6 (Conflrfenllatlty}, g (Warnmlv), 10 (Limitation of UabBIty and Conaequentlel Damages Wtdvor}, 11 (Llcsnee), 12 (Ownership), 13 (Force Majeurs), 14 (Applicable Law and Juriedetton], 1S (Export Canlrol), SecUon 16 (Inventory Review), 10 (Notices), 20 (Entire Agreement), 21 (No Waiver), 22 (SeVerabllily), 23 {Attorneys' Fees), 24 (No Agwey), 27 (Sut^el), and the Gtoesary of Terms shall survive the lerminetlan or exparetion of this AgreemenL

Clsca Systems, Inc.ATT/cHMeNTA-nrMi. ivsautASPo r»«f7dc»3.(a.«

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CISCO.

ExMbttACloasary of Tenna

In nckillion la the DsllnOIonsset forth In the WSCA Mseter Agreeni«nl» the follcwriiig dstinlirons shell apply to this Services Agreemenl;

Additional ServJcos means insl allMi of new Hardware, system addRIone, Hardware upgrades, dispateh of a field wiginesr, or non-mandatory anglnaerlng changes ctheiwlse ^thln the scope of the WSCA Master Agreement,Advance Replacement moans shipment of replacemmil Fiekf-Reptacssble Urat fFRU) before receivihg falM or defective FRU.Advanced Servlets means the proacUvo Services withlrt the sec^ of the WSCA Master Agreement, and as sat fodli to the AS Servfca Oesci onCs) found at hftp-JA .dsco.corn/gofservfoedsscdptiiw throughout the term of the agreomenl andfw SCW(*) selecfed by the Customer. Advanced servtces does not Include Cisco’s core msinlenanco ssiivtoas, such as SMARTnelor Software Appllcaiion Sm\dces, nor dews a apply to the purchase, support, or malntansnca of any Products.Advanced Services Engineer mesns the Cisco englnaer appotnlad to be the main point of contact for a Customer purchasing Advanced Services.Application Software mam» non-msidonl or standalone 5ohw»'e Products listad on the Price Lbt and wilhto toe scope of Ihs WSCA Master Agreement, that Inciude but are not Pmlled to Cisco SyslemsS NntvKvk 100000011X101 Software, security SofImrB, IP Eatephony Software, Intornet appllmtce SoAwsre, CEscoSi Intel.Sgeni Contact Managenent Soitore, IP C o^ci Cehtor Software, and Cisco Customer Intoraclion Suite Software,Busfnm Days means Die genaraly accepted days of operation per weeh within the relevant region where toe Sendees ahafl be perfomted, excluding local botWayB as observed by Cisco.Cl8co.com fhitp:ffwww.elseo.coml Is Iho CJsco website for tu suite of onitoe seivfcee and Irvtormaifen,

Confldtnlltl Information means pioptlatar/ and conltdentlal Informalton received by Cisco or customer In connocllon with the Agreement and Biea- relattonaMp. Such Confidonllal tnforaiatfon may include, but is not Imied to, trade secrets, know how, toverrifone, tectmiquoB, procesaes, programs, sctamatlcs, Software sornce documents, dale. Customer Dsts, financial Infonnadon, srvd sales and marketing pfans or Infcmiallon wfrich the receiving party knows or has reasott to know is confldenllaf, proprietary, or bade sacral toformaflon ol the dlscfosing party, as weS as, to toe case of Cisco, any tniOmnation posted on Osoo.com.Customar as defined to (he WSCA Master Agreemenl means the arkity purchasing Sarvtoas for its own inlemal uae eilhar dtraotiy or ttwough a FuHBment Partner,

Data Coftoction Tools means Hardware or Software toola toal support Cisco’e abtllfy to pmfde imubiashoollng on critical cases, data analysts, and repor genef&tlon capabllUes.

Depot Tint* or Local Time means Central European Time for Sorvleoe provided in Europe-Middie-East and Africa, Auatralto’s Easlam standard Time for Services provfdad In Auatmila, Jar^n's Standard Itoio far Servtcos provided In Japan, and Facgic Standard Time fer Services provided In oil other locations. Oaltverabt* means, with respect to aadi SOW, toe keina ^cHfad as dollvarabfos In the SOW.

Device Type means a Clace supported Hardware Frtxiuct (for example, Cisco Catelyeto eS09 Swttoh, GSR 120(50, and Cteco 7200 Series Router),

Otract Rurchaaes means purchases of Services by Customer dimeily from Ckeo,

IJoeumantatlcm Is user manuals, Datoing materials, Product dascritriions and spedlicalions, technical manuals. Ifoenae agreements, suppcvtlng matortals, and olhar toformatton reloltog to Praducta or Sarvicta olfered Cisco, whether dlslrtbutod in print etectronic, CD-ROM, or vidac format

asco Systems, too.

AnUCftMEAfT A ~ F/AMi HSGWilASFO Tj mrf Or 3.1H4

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CISCO.

Equfpm<nt List mesns the Bsl of Hantwam «rtd/or Software for vihicb Ciico provides services.Event nuant notlflcatten hy cuslantr of lis performance of a plannad Nehvork Hardware, Software, or oonflguralxin change.Feature Set Upgrade means a eeparetely licensed and priced Softwara raiassa that eontaine on entancad conllguradon or feature set.Fiild-Repliceable Unit (FrU) means any com porr»it or subassembly of an Item or urdt of Hardware that reasonably can be repiKsd M Customers locotlon. FRUs also may be subject to size and weight limitations.Four-hour Response means:

(I) For Advance Reptacement Service, the four-hour tVna period commancas upon the Cisco probfem diagno and deternikiafioti liat a FRU is nsquirad and etxiawhen the FRU is delivered onsRer

01} For onsite service, die toui hour time period commences upon the Cfeco problem dksgnaete and detetm'nstlan that remedial onsite service Is required and ends wtMn Cisco patsonnel arrive onsHe.

Fulfilment Partner means a system Integrator, dbltRiuiar or resellor authorized by Cisoo to sell Services under the WSCA Mastor Agreement h a PadicipatSng State.Hardware means tarrglbie Cisco equipment, devicas, or componeivts made avaRabie to Customers. Indirect Purchases me^a purchases of Sotvicas by Customer through a FuBllment Partner, tntettectual Pro|Mrty mimns Mty and d langifalB end Intangibla: 0] rl{0its associatad with works of authorship throu out the world, indtxilng but not Hmited to copyrighl neighboring rights, moral rights, and mask works, and ali derivaihe works thereof, (R) trademark and trade name rights end similar rights (Ri) tia^ secret rights (hr) patents designs atgorithms and other Indusbfal property rights, (v) al other intellectual and Industrial property rights (of every kind and nature gmughoul the world and bowovor des naled) whether arising t operation of law, contract, Hcanse, or omerwlse, and (vi) all reglsItaQima, Mdsf appRcations, renewals, eneiorts. cort&tuallons, dMsIons, or retesuas thereof now or hereafief In fores Ondudlng any rights hi any of the foregoing}.Level 1 means support that is defined as havfog the necsssaiy technical staff (CiscQ or Cieco-eulhorlzsd Reseller} With appropriate sfM. perform instaltallans, RemerM Hardware Mafotenance, end basic Hardware and Software cordigutatlon on Cisco Products.Level 2 means support that is defined as hsving lha noeassary terdmical st^ with the approprl skRIs to perform isolation, replication, end diagnosis of Internet-based problems on Cisco Produ s Customer shall not report Software bugs to Cisco prior to attempting to Idsnlliy the source of sudi bu^ and testing in Customer's Nstwork where ai roprlata. If the Custemsr cannot dupitoits the bug in Customer's Network, Customsr and Cisco shah cooperate in attempting to r ilfcals and resolve related Software bugs In e .er Cusiortter's or Cisco's tost fedlKy as tnuluirilly agreed. In alt cases Customer will address Software bugs on a best effort basis to replicats aanw ht Customer's Network and document adfvlly to Cisco before seeidng ftvtiier resohdion with Cisco's parddlpaflon.Local Time mesne focal time on Business Days.NIatntanance Release meais an Incremental Software refoass that provides mainteriance fixes and may provide addibonal Software funettens. Cisco designates Mahilensnca Rafoasas as a rdtange in the digits to the right of the tenths digit or of the hundr ths digit of the Softwara version nuttier [xx x} or XJc,x.(x)j.Mejor Release means a relessa of Software that provides addilionsl software focKtiona. Cisco designates Releases ss a change in the ones digit of the Software version nwnber [{x}xx].Minor Relesse means sn incremental release of Softvrsre that provklss maintenance fixes and addlBottal Softvrara fonciions. Cisco desfonalas Minor releases as a dwnge In fho tenths dIgK of the Software version number [x{x}.)d-

Cisco Systems, Inc.ATTAoru /rrA-FMO. wsca.nasfo r*anitct3.tt.u

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l l l h l j i lC i s c o .

Network means a set o# Imerconneelod and IrrierWorWiig Cteco sujsportod Hardware end Software (hat b Implafflenlad, oparated, and aupporied by Custonver from a Network Operations Centor {HOC}.

Network Infrastructure maana your com transport and aggresation Network ledmology (for esromplo, metro optical, ATMfFrame Helay, IP core, and Cisco sacutky davtcas Including, but not Imited to, Firewall, IDS, sndVPNaooO).

Network Inftasiruclurs Sfaa means the total vahia of Produett In Customer's Network bssed on tire global feat price of ttie Products Utat Customer has purchased.

Paitlcjpatlng State moans a mambor of WSCA authoitzed under atala law to pertECipete under tills Agroomaht who subsequently executes a Partic%ialkig Addendum, or any other state or Local Pubtic Body authorized by 8is WSCA Contract Mattsger and Cisco to be a party to the resutUng Agwement who subsequertily executes a Participating Addendwi.

Price List means the price Ibl for servtcea app8cab(» In the country where the Ssrvfces are ordt»od or deSvered.Product means both Ckica Hardware and/or Software which me gonarally avaSable.

Purchase Order or P.O. means a written or eiectrunlc order from CuslOfnsr to Cisco for the Services io be provldod by Ctsco under this Agroamont.

Remedial Hardware Ualnteoance meatts diagnosis and onsite r^lecament Of Hardware components with FRLte.

RMA meeni Return Malarial Aulhorizaflon.

Services memts one or more of Che services options setacted by iha Cuslomarin Its Purchase Orderend described all httikffwww.clsco.cotn/Qa/56nricadB3criDli8«>s.

Services Descriprions mean tire dntatiad descikrllons of the Services purchased by CuaEomar which are Incorporated ki the MsA by reference.Software mesne tire sottworo tnogtams kceneed lo Customer by Cbco along wltir copies. Updates, or Upgrades to those software programs.

Stftndard Butinass Hours means {1} SiOO AM to 5:00 PM, Depot lime, on Business Days for re;^c«nsn( of failed ProdueU and (li) 8:00 AM to ROD PM, Local Tima at IccaOon of the respetdive Cisco TAC, on Business Days for case hantfllng of TAC caHs.statement of Work (SOW) maana the documents agreed upen by the parilBs that daflho Services arwf delhmrablss to be provided.TAC mearisihe Cisco Technical Assistance Center.

Tcchnteal Support Services means Services Hist pro'vlde botir asaenllal proocllvo and reactive operftUan and malritenance stmpolt Botvtees kfantlftsd ss TedtnlcaJ Support Setvicas at lMI[y.//www,cteco,comftio/BBrritt8d8scrimtens.

Teehnofogy Appflcatton means spsdftc technoiogies includng, but not HmRed lo, cortiertt nstwoildng, broadband, and IP telephony that do not operate at the Notwolk infrastructure level.Third Party Products moana third party Haidwars aid/or software, and all upgrades tirersfo, that are deslgriated by Cisco as requiretl fee:

(I) Thu operation of AppUcallon Software in confarnisttce with Cisco appficeble Application Softwwe Oocmnentel»n.

Cd) CiscosupportoftfitiAppIMon Software.

Transactlotttit Advanced Services moans the projsd related or consullsrtcy Barricas sold m la a Statement of Work.Two-hour Response means:

(i) For Advance Repfacement, tire hvo-how time period commencing with Cieco'e problem ifiagnoels and delerminetion that a FRU \s requked and ending when the FRU is dofivered ensile.

Cisco Sysloms, Ine.

A T T A a t m m A - F m L W SCA-IM SFO U » iw lC s 3 . i2 .t4

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l l l f l l l l l CISCO.

(I) For onsite seivke, the (Wo-hour titno period commenchg wfih our problem rfesposls and datern allon that rmedil onate satviu Is required and ending vdien Cisco persoonol enive onslle.

Update means Cisca Solhvare Maintenanca Releasse, Msior Rdeaees. and Major Releases containing the same conflguradon or faaturs set as Oftgbtalfy acquirsd, unless the Ctislomar has upgraded the applicable Hardee or Scitware to a conliguralion or feakirs set other than v^at was otiip'naUy acquired, and the applcabla Icanse lea for that isigrede has bean paki. Updates do not Inciude Featura Set Up ades.WSCA Shan mean lha WSCA NASPO ContrseSng AH«nca (WSCA). WSCA Is a cooperative group contracditg consoriuni for stale govammenl d iatlmanls, InstlUMIona, agencies, and poGlieal subdivisions (I.e., colisses. ichooi disl/lcts, counties, cifiea, elaji Rights and obSgallofie under Ills contract are ftniled to those Fartidpaling Slates who execute a Participating Addendum with Cisco.'WSCA Contract Mansgtr" or "Contract Mans par" ahati mean the individual stale mtmber desisted as lha cxxtiract manager WSCA, cunantfy the Stats of Utah, as responeible for the legal ihabitenancc and aihnlnlstraOoit of the WSCA Master Agreement, notices, reports, and any other perdnant documentation or ihforniagon."WSCA Master AgreanMnt" (also taftrrad to as "Agreement" or "Conlrsct''} shall merm the undarlyirtg purdiaslng agreemenl executed hy and between WSCA'NASPO Cooperative Purcitaslng OrganttaSon U.C fStat^), arid Cisco, as noworhereaftor amerKfsd.

Cisco Systems, feic.ArTAaMmrA-fmLWSCAMASPontnaaa.izu

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StB(« of 0»otrsct Um^rt Afl2^

ATTACHMEWT B - Scis|mj of Work

The following qategories ora authorized urKler (hla cotrIrad:

6.2.1 OATA CENTER APPLICATION SERVICES — AppHcailon networkbig swIuBwa andteohnoli tos Uiat enable the eucceesFul and secure delivery of sppllca&ns data cerrters tolocd, remols, and braneh-efflce users Uaftig lachrtolcgy to accelerate, secure, end increase ovailsbilly of both appVcalksn Irafflo and computing resources.

5.2.1.1 VIrtuafIzed Load Balancars — Virtue den/lcee that act (ke a r«v«rs« proxy to ^eir^ la network and/Or epplcatlon iraltlc stress multiple servers to Impfove the concurrent user cepadty and evemV reliahily a! sppficatlons. Capabilties ehould Include:

SK, (Se«ma Sockets Layer] OfMotxjlngCaching cepebitiUeaLeyor4 Load Balertcing

Uyer 7 Load Balancing

Oeteltad Reporting

Sintporie mtiiliple load balancers irr the same system (or muNple peups

St >port8TUSl-25.2.1.2 WAN Optimization — An appliance utIRzing a coHecdon of (aciiniquee for

Increasing data-irgnsfereihclendea across wide-eres networks (WAN).Capabilities should inoiudo:

CIFS (Common mtwnet File Systwn] acceiaraden

Data Compreselori

SSL eitcryptlon/deaypV' foracc&lsratkm (Optional)

Uyer 4-7 visibility

Appiteatloit Spaeliio cpttmIzatiGn

5.2.2 NETWORKING SOFTWARE — Softi/nire Siat runs on a eervar and enables the server tomanage data, usara, greups, security, appdeaSons, and oltter networlilnig funidiens. The network opemlli system Is design^ silow shsued file end printer access among rriuftlple computers te anetwodr, ty^ H y a tecai area nstMork (LAN), a {phrsle network or to other networks. Notworhirig software cspablliliss shoufd Include;

Restartahte Process

High availability optionsTargeted operating systems, Le. DC, campus, core, wan, etc,

Operating Syaiem Eftldendas

5.2.2.1 Natwork Management and fWtomatkm — S e^w e prcducts and soludorts for deta center autcmatlcn, dcud ecmpuUng, and IT systems mstisgemcnt.

5.2J.2 Data Center Menagemant and Automation — Softwara prcducis sikI StXullQns thrtf capture arte automate manual tasks smoss servers, network, epidlealtons, arte vliUieRzed InftaiUuciun.

S.2,2,3 Cloud Poitai and Automation — Software products and sduttons for cloud managemsiU with paltey4»sad ccntrols Idr provfsioriing vklual arte physical fosmircss.

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state of (Jtah Cootna Mumber: AAZ33

5.^^ Branch Office Managentant atKl Automation — Sofhraro proefuetd andtollmans for rnsnagement of btandi ofDcss. Capabilities thcKi ramota ircubleahootJng,

dewa management. WAN performance monHotfng.

5,2.3 NETWORK OPTIMIZATION AND ACCELERATION - Devices and loots forincreasngdala-tranafar Sdendes across ’Anda-araa natworks.5.2.3.f Dynamic Load BalancliiQ— An appliance that performs a series of checks and

ealcuCaSona to determlno which server can best sorvfca each client leqiwst In order to select the server Brat can succssshjRy Mill the cRent request and do so in lha shorten amount of time wflhoul ovartoai^ ellher the server or Ihe server farm as a whole.

S.2.3.2 ' WANAccalaratlon—Appltancethetoptlmicesbandwfdlhtolmprovetiveand user's sxpstfsncs on a wida a/es network (WAN). CspablEIies shoutd kxduda;

CIFS acceleration Data CompreBslonSSL enctypUon/dectypliDn for accalerallon (Optional)Layer 4-7 visibility Applicalian Spedllo optlrntzattcn

S.Z J.3 High AvaltabUlty and Redundancy— Umiia any dletupaon to network uptinnaottid an appliance fsce unfotesoon peiform»ice Issues, Tran iererilly

FedlsittixilBS workloads to surviving dusto'appltatrcas without impacting communicB&an throughout the cfuslar.

5.2.4 OPTICAL NETWORKING—Hl capacity rMtvrorke based on ofriical tachnotogy and components that provide routing, grooming, arid reslDtatlon at the waveloiglh level as wed as waveMgih based cecvicas.5.2.4.1 Cota DWDM (Dense Wavelength Olvltlon Muitfplaxlng] SwKchas —

SwRches used In systems designed fbr long haul and ultra Icng4taul optical networking ar^cadons.

5.2.4.2 Edge Optical SwHchsa — Provide entry paMs into the enterprise or service . provider core networks.

5.2A3 Optical Network Management— Provides capabtiilTss to manage the opficsl nebvork aid allows operetors (o ekocule end-to-end drcuttcreaUon.

S<2v4.4 IP over DWDM (IPoDWDM) — A devics utilized to integrate IP Routers endSwtiches in III* OTN (Opllc Transport Network}.

5.2.5 ROUTERS — A device (hat forwards data packets along networks. A router is ccnnactad io at least two networks; commonly two LANs or WANs or a LAN and Its ISP's rtetwork. Routers arc located at gateways, the places where two or more networks connect, and are the critical devka fiat keeps data flowing between networks and koop nelwarka connaeled la ths Internet5.2.5.1 Branch Routers — A multfeervico router typically used In branch ofBcaa or

kKstiona with Umaed numbers of users and supports flexible conttgurattons/feature. For example: securtly, VdP. wsn acceisraaDn, elo.

5.2.5.2 Network Edge Routers — A apedafized router redding at the edge or boundary of a netvrork.This router ensures the connectivity of tie netwodc with external networks, a wide area network or ti» Mamet An edge router uses an ExternalBorder Gateway Protorai, which is used exlensfvaly over Ihe hitemet to provide eonneclivlty with ramota networks.

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state <rf tWali CcnlRtt Ntimlief I 3 J

5.2.5.3 Core Routers - High perfanmance, high speed, tow leleoity routers that enabto Enterprises to deliver e suite dale, voice, and vMeo services to enable next- 9sr»rat]«i appHcations eucdi as 1PTV and Vidot> on Demand (VoO), aiKtSoftware as s Servicti (SaaS).

5.2.6.4 $srvjr;e As^gadon Routers — Provldea muldaarvtos adaptaUun, oggregatlorr bimJ routing fljr Ethernet and IP/MPtS nstworks (o ettabte service providers and enlorprse at^e networtta slmatlaneously host resource-intensive Integrated data, voice and video business and consumer seFVtcea.

5.2.5.5 Carrier Ethamat Routers — High performanoa routers Biat enable service providers to deliver a suits of data, voice, and video serrdces Id enabla mnd- ganareBon appHcationB such as I f ^ , Vtdao on Demand (VcD), «td 8ortware asa Sennca (SaeS).

5.2.6 security

5,2.S.t Data Center and Vlrtualteallon Security Products and Ar^ltencas — Productsdesigriod lo protect Ngh-value data and date center resources with threat defenae end poScy conlrot.

S.2.8.2 Intrusion DatectloniProtoctlon and Firewall Applietices — Provide comprehensive Inlino network firewat eo»xlty bom worms, Trojans, spyware, key loggers, snd other malware. This Includes NextcenaraHon FirewaSs (NSf W), whJch otfer a vare-spood hitegrated Tteterork plalifotm Itiat performs deep tespacilon of (raffle and blockirsg of atlaoRs.intfuston DetecSonr^tection and Flrewal Apji nces should prwvido:

Non-dlsruptive Irt-llns hump-ln-tho-wfre conUguraBonStandard ttrst-gmieraHan dreWsH oapahIBdes, e.g., netwoik-sdrkess transtelton fNAT),

steteful protocol inspection (SPI) and vHuat private neCwcrking iVPN), etc.

Apj calton awarsness, (UB stack iHsIWIily end granular control

Cnpabflity to incorporate tofotmallon (rom (Hitsfde ihe hrowaB, s-g-. dlrectory-bosod pdicy, Uackisis, white Bste, efo

Upgrade path lo Induda fufore Information feeds and security IhreafsSSL decryption lo ensffla Idenlllying undesiraUB eruiypted applications (OpIionBi}

5.Z,6i.3 bogging Appliances and Anaiyals Tools — SotoBons Utilized to collect, classify, analyze, and securely store messages.

6J2.M Secure Edge and Branch Integrated Security Products —■ Ketwork securtly.VPM, and Inlrusfon provsniion fort)ranchs& and the nehftxKedgd, Products typlcdly con^st of o f^nces or routore-

5.24.5 Secure MoUlhy Products — Delivers secure, scatebte access lo corpomle appllcaBons across m u^lo mobite dovlcos.

5.2,a,8 Encryptloit Appliances — A ttelwork security dovico that applies crypto s lic e s at the network transfer layer - above the dote link tevol. but bslow the epp^llon level.

5.2,6.7 Ofl-preRdse and Cloud-based servlcos for Web andfor Email Security—Solutions that provide threat protection, data loss prevenllan, message level encrypiton, acceptebte use and tpBcalion control capabaides to seoife web attd email communlealtone.

5.2.6.5 Secure Access — Producis that provide secure access to the network for any device, todudlrig personally ovmed mobite devices gapteps, teblete, and amort phones). CapObBIUes wuld indude;

Management y slfflllly kYdovIcs socoss

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S IM o f Utah CdhUKi Number: AR233

SeJf-servfce oo-boardlng CentiaSzeif policy enfofcement Oi(f«refltlated sccbss am) services Device Maiwgenient

5.2.7 STORAGE KETWORKINO — Kl^epeed nebMXfc of shared storage devices conriectingAfferent types of storage devices vriKi data servers.5.2J.1 Director Class SAN (Storasie Arta NetWork) Switches and ModUlee — A

scalable, high-performance, and protocoMndcpsndent designed prknatflyto fullDI the rote of core swKch In a core-edga Fibre Chanmi (FC), FCCE or sindlar SAN topology. A FBm Channel director is, by current cenvendon, a switch wllh at leest 128 ports. It does not differ tom a switch In core FC protocol AmcttonalTiy.Fibre Channel dtectors provide the most reltabte, scalable, Ngh-performance (oundatlon for private doud storage artd highly vl^alzad anvironmonts.

5.2.7.2 Fabric end Blada Server Switches — A F8ira Chennd switch is a network switch compailUe wflh Bte Fibre Chstviel <FC) protocol. It sllowe the cree&on of a Fibre Channel fabric, whioh Is currently Iho core component of most SANs. The bbrio is a network of Fibre Channel devices, which eliows many*(o arty communlealton, devic&name kxAup, security, and redundancy, FC switches imptemeni zoning; a macianism that disables umvenled traffic between certalir bbric nodes.

5.2.7.3 Enterprise and Data Center SAN end VSAN (Virtual Storage Area Network) Uanagement — Management toola In provisforu, monitors, IroublesfMOt, and admhilstere SANs and VSANs.

5.2.7.4 SAN Optirntzalton — Toots to hah> opdmlie atxf secure SAN performance (te. ^ryptlon of deta-etreet, data negraiion, cepecsty opdmizaifon, data rodudion,etc.

5.2.8 SWITCHES — Layer 2/3 devices that are used to connect segmerVs of a LAN (local areanetwork) or mtdUpla LANs and to fBtn- arfo forward packets among them.$.2.8.1 Campus LAN - Access Switches — Provides Initial conRaclIvny for devices to

the network controls user end workgroup acceee to hfemetwork resouroea.The foltowing are some of the features a campus LAN access swilch should support:

SecurityL SSHv2 (Secure ShNt Versfon 2)I. 802.1X (Port eased Network Access Control)H. PortSecurMyhr. DHCP (Dynamic Host ConOgiraBon Protocol) Snooping

VLANsFast Ethomct/Oigsblt Ethernet PoE (Powor over Elhemal)Ink aggregation 10 Gb support Port mktoilng Span TapsSupport of IPv6 and IPv4

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Suitf ct Utah ContraiTt niimber; AK233

Sisndardfi-tiaasd rapid spanning tree

NetttourSu|>pert (Optlona)).

5.2.8.2 Camp'U# LAN - Cow SwKchis— Campus core switches me genareSy usad (or the cerrkpus bacfcboha snd are responsible ftrr trartaporiing large sTiaunts oltraffic btkli refiabiy and quickly. Cere switdws should pro^a:

High bamMlh

UjwlalBrtcy

Hot swappable power s la te s ar d fens

• Seciallly

SSMv2

MacSecancryplIort

Rote-Sas^ Accass Cont/at Lists (ACL)

Support of IPv6 and IPv4

1/10/40/100 Gbp« support

IGP (Intetfor Gateway PiotoooO rootingEGP ^xtencr Galaway Protocof) routing

VPLS (V&tasI Private LAN Service) Support

VRRP (VWual Rooter Redundancy PfOtoeoJ) Support

Notflow Support.

5.2.9.3 Campus Dtelrlbutlon Switches •” Colleci <lte data tmm alt the access layer switches and forward It to the core leyor switches. Traffic that is generated at Layers on a switched networit traeda to bo managed, or segmented Into VIrturt Locat Area Netwoifre (VLANs), DIstribuOcn layer switches provides the inteiVLAN routing ftmedons so lh» one VLAN can communteate with another on PM nahvorh. OlstribuliQn tayor svdidhes provides advanced security paNctes that can be eppfied to nMwwk iraiilc using Access Cortw) Lists \ACls).

High bandwidth

Low latencyHot swoppabte power suppUsa and farts Security (SSHv2 andtor 802.1 X)

Support of IPv8 and IPv4

Jumbo Framee Support

Dynamic TrunWi Protoeoi (DTP)

Par-VLAN RapM ^anntog Tree (PVR8T+)

Swildr-pcrt auto racovury NetFlow Support or equivalent

5.2.8.4 Data Center Switches — Data canter svdtches, or Layor 213 switches, sudtah sH frackots hi the data center by avdtdilng or nouthig good ottsa to hiair final dastaiBikine, end cfiscartf unwanted t r ^ ualng Access Cootrol Listo (AjCLs), afiat (StgsbH end 10 Qtgahh speeds. High availabhlty andmoddarhydUftfenilatesa typical Layer 20 switch from a data center swltd). Capabilities should Include;

High bandwidth Lowlatertey

Hot awBppofato power suppSas and fans

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StM« ef UUft CoiMrKt Number: AR233

Ullra-low latency (hrough vrira-cpMd ports with nanosecond port-to- xxt latency and hardware-based Inlar-Sv/itch link (tSL) bunking

Load Balancing across TrviA group abia to use packet based load balandrvg scheme

Bridging Of FIbro Channel SANs and Eihemel tebrics

Jumbo Frame Support

Plug and HsyFabde tcrmatlan that allows a new svilch that Joins ths fabric to automadnlly becoms a membor

Ability lo lamolety disable and enable Individual ports

Support NelFlow or e q u lv ^ t

S^.8.5 Software Oafinad Networks (SDN)' Vlrtualtzad Switches and Routers —Tedsiology utilized to support software mankMilsilon of heitiwara fOr spedflo use cases.

SJI.8.6 Software Defined Networks (SDN)— ControHsrs - is an apptcab'on In sr tware*dellrtcd networking (SDN) that manages how conlrot to wable Intdlgent networking. SDN controllers are based on prolocols> such as OpenFlow, that allow aofvots to toll switches tvhsrs to send packets. The SDN oor.lrolter ttes between netwcik devices et one end and applications at (he other end. Any commut^llons boiween Itcaiions and devices have te go through the controllsr, 7110 conlro er uses muidple roulteg protooota Including OpenFlow to cerdigura network devices and choose the optknal network pedt (Or appKcaUon traffic,

5.2.B.7 Carrier Aggregation Switches — Cenlar aggregadon switches route bafitc kiaddition lo b it^ g (trensmUted) Layer 2IBHiemet tralTic. Carrier ag^egaMon siWtehaa' majof charectertsdes ara:

Designed for Metro Ethemat networks

Designed for video end other high bencNifdOt applications

Supports 8 variety of teletteco types, espedaliy those commonly used by S«vlcs Providers

C ^bE iiet should kidude

Redundant Procossors

Redundant Power

IPv4 and IPv6 unicast and multicast

HIghbandwIdbi

Lowtatency

Hot swappable power supplies and tens MPLS (Muftiprotocol Label Switching)

BGP (Bordor Gateway Protocol)

Software router virtualizaijon and/or mulflpfe routing tables

Policy based routing

• Layer 2 funcdonalRyPer VLAN SpannkigTreeRapid Spanning Tree

VLAN IDs Up to 4066

Layer 2 Ctess of Service (EEE 802.1p)

Unk Aggregation Cotvbol Protocol (lACP)

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SMta of y (all Contract Namitec! *K133

QfnQ(IEEE 802.-lad)

5.2.8.S Carrier Ethomat Acceu $wltcliss ~ A carrier Ettiemet access switch caai conriect diraaly to Hho customer or be uSIlaed as a oatwortc tnteiface on the service side to provide Iayer2 services.

Hot-swappable and fleld-rep^ceable Negrated power supply and Iray

AC or DC power ei iply wiUi DC Input rangktg (fom 18V to 32 VOC end 38V to 72 VOC

filhwnet aiict cottMle port for managBabllHy

SD Itosh card slol foroddItionBi mdetnel storage

$treluni 3 network clock:

Line-rate performance vt lh a tntolmum of 62-niillkin peckala per seeotKl (MPPS) forwarding rate

Sos wrt fordyiig gasp on tosscrf pcv/orS i^crt fora variety of wiwit font) factor pluggahJo transceiver (SFP and SFP*-) wflh

sui^ort tor Device Obfect Mottol (DOM)

Ttoring services for a converged access network to support molN'Ie soltillons, Including RacSo Access Network (RAN) appOcatfons

Support for Synchronous Shamal(SyncE) servicesSupports Hterarchicsi QUatily of Service PH-Ctos) to provide granular traftle-shai ng

poSclos

Supports ResSant Elhamet Protocol REPfQ.SCI32 for rapid layer-two ctsivorgence

S.2,9 WIRELESS — Provides corniecUvliy tovrlrsisss devices tMtoto a limkad gaogrephto area, System capabffiBes should Include:

Redurrdancysnd automatlo failover

IPv6 compaltoklly

NTP Support

S.2.9.f Access Points— A wireless Access PoM (AP) Is a device that eltows witness devices to connect to a wined network using Wt-FI, or related standards,CapaMRtos shotdd todude;

802.1laftwi8to a02.11n 802.1lac

CapaUe of coitiroBar discovery method via DHCP (on^e controRer or offtito through Cloud Ardatecltdo)

UL2043 plenum rated for safe mounting to a variety of indoor environments

Support AES-CCMP (128. W)

ProvidserBeMimu wlroiess kitrusion monitoring and detection

S.2,9.2 Outdoor WIreletia Access Pofots — Outdoor APs are rugged, with a metal coverand a DIN rail or other type of movrd. During operatfons they can tderele a wide tenrpamture range, h l^ hunddky and exposure to water, dust, and oP, C^abKUIes should Include;

Flexible OeptoymenlOpHana

Provides realrtime ttRreless intrusion montlortng and dsteclion

Capabto Of cohtrotter dlecovoiy method via DHCP (onsRa controltar or cffslls through Cloud Archltacturs)

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$ ti t* o f(M A C d n tn € tH m b T M 2 3 3

5.2.9l3 Wlrsrass LAN Controllara An onslle or of^ite sduUoti uillfziHi to manage Eght- wsIqM sccea£ points In large guenSIlea by tho netwoif; adminisirator or nehvorit operations center. The WLAN confrcCar eutomatledlly handles the conRgurallon cf wineiess acce&Hxithts. CapsbIIIUes should Include:

Ability k) monitor and mitigate RF Interferencs/saiMte^

Support seamless roamhg liom AP lo AP wWiout requiting ro authendcsRon

Support configurable access control lists to Utter traflio end denying wirafess peer to peer traffic

System enciyplsall management leyerfrafilc and passes it through s secure tunnol

Policy management of users and devices provides sbEity to de-auihorlaa or deny davlees ' wiUiout deny'itg the oredendals of the user, nor disrupQng other AP traffio

Support condgiKabis access control Hals to filler (raflic and denying M'kei&ss peer to peer traffic

5.2.9.4 Wlrslsss LAN Network Ssrvtcei ind Management — Enables nctvrork Bdtnhlstrakin to quickly plan, coruigurs and deploy a wtretees network, as wsfi as provide eddiliorial WLAN services. Some exam^es Include wireless security, asset traddng, and localfon satvices, CspeblBIss should indiafe;

Provide for redundnney and automatic Altover

Historical trend and real time performance repoitittg la supported

Menagcment access to uirelsss network componeiya Is secured

SNMPvS enattodRFC 1213 compNanlAutomstlceily discover wireless nelwoik components

CapafeRtty to alert for outogos and utfilzatTon threshold exceptions

Capebnty lo support Apple's Sorjour Protocol / mDNS

QoS / Appication IdenSfioatton capabiity

5.2.9.5 Cloud-based eeivioes for Access Points -Cloud-besadmanagamanl of campus-wide WIFt deploymenis and dlsldbuted mulG-site networks. Capacities Induds:

Zoro-toudi access poMprovIsIcnIng

Notwork-wlde vtslbfilty arxl control

RP optlmlTSlfon,

firmwaro updates

5.2.B.fi Bring Your Own Da vies (BYOD) — MobSa Data Management {MDM) technology utilized to aRow enkfioyoos to bring personally owned mobfiedevicos (laptops, IMets, attd smart ph^as) lo their vw ^ace, and use those devlcas to access privKsged government Informafion and appltcatlrms in a secure manner.Capdbilltlss should Indude;

Ability to apply co^rate policy lo new devices accessing tho network resources, v^etber wired or wireless

Provido user and dovkes authentication to the network

Provide secure remote access capebSty

Support a02.1xNetwork opUmlzatson for performance, scatebfilty, and user oxperfence

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a f Ucth Contract Nombexi 4A233

5.3.0 UHtFlEO COMMUNICATIONS (UC) - A$et oF products that provides a certslstesmunined user inierface and user experiOficft across nuiUpla d«^cea and nwtSa types, Urdfied Communications Uiat Es able to provWo aatvlcea such as aessten nwragement. Wica, video, messagtne. mobilliy, and web confa-encbtg. Ucan provide the foundation For advanced unffled communicBtlcins capabilities of IM and pre9encs.j)ased services and exiartds laiapbaniy features and capaOllllles to packet (eiepiioiny network devices such as IP phisies, media prtrcesaii devicas, Vdca over IP (VoIP) gateways, atxl muHImedla apptcallons. AdcBUonal services, such as unified massagirtg, mutllmedia conferencing, callabaraBve contact ocntcrd, wid Interaotivo muitfinedln response sy&t^s, are m«le possible through opett telephony APIs. Gensral UC aoktikm capabilities should Itwiude!

High AveSebility for dalt Procassing

Hardware Platform fflgh Avallabtay

Network Cwirtectlvlty H i^ Avedabaty

Celt Praces^g Redundancy

5.3.0. 1 P Telephony— Solutions ulBized to provide ihedeBvery of ttm leioplhonya[H>llcatlon (for example. <s setup and toordown, and tetepfiony featwea) over IP,

Instead of using circulv-swftchad or other modeBlIcs. CapabHIdes should incfude:

Support forarraiog, rSgital, amt <P endpomts

CentraBzed Mant^ment

Provide basic hunt group and cell cpieukra capeblBIlesflexibility to contigore queue depth and hold ilnw. play unique jmiwuncemente aid

Music on Hold (WoH), log In and log cut users from e gusus and basic queue stadstlcs (from the phone

EM I Support

5.3.0. 2 Instant hieesaBltta/ Presanim — Solutions that eBow cwnmunfcallon over the Iniernet Chat offers quick frensmissron of text-based messages ftom sender to receiver. In push mode betneert two or more peopfa u^ig p^sonal eomputers or other devices, along with shared dlants. Instant messaging besteeRy offers real*Ume direct writt«i langusgehaeed onrne chat Iratanl messaging may also provide video caBIng, Itie ehsiing, PC-to-PC voice eallbis and pC-io-rsgular*

. phone ceirsg.

5.3.04 Unified meseaging — Inlegratkm of different electrcmfc messaghg and commimlcaliDns media (O'mal, SM$, Fax, verm eil, video messaging, eto.} technologies Inlo a single Interface, accessiiite 60m a venety of cMerentdevfees.

AbllUy to sccasa and mana^ voice messages In a variety of weye. using email Inbox.Web browser, desWep ellsnl, VoIP phone, or midille phone

Visual Voicemalt Support (Optional)

5.3.0. 4 Contact Center— A computetvbased system diet provides cel end contact routing ftsrhlgh-vohima telephony Ifansectlcris, wUhspedglstanswering ■agent* statlone and a eophlsiktated real-lime contact manegentent system. The ttefinllton Indudes eS contact canter systems that provide Inbound contaol tieni ng oapabibtiss automatic contact distribution, combined with a hl(^ degree of ec^histicalion in terms of dynimlo contact Irafito mermgemenl.

6.3.0. 5 CommunicaHons End Points and Applications

AUandant Consofes

[PPhwiee

S.34.8 UC Natworic Mansgemept — Ptwkfas end-to-end service mensgemenl forUnltied Commiailcailans. Capabliles Itidude tesilng, performance monitoring, conUgurellon management, and business totellgence repoding.

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S tite of Utah Conuai:c Numbci; A(t233

Sb3,0.7 CoHsborstron — Vbico, video, and web conferencings nwesoging; tnobio appUcalions; and enlerprtoa Eocfel soRwara.

6J.0.S CoUaboratIv* Video— Aaetofimmara^evideotftclinoiogiaa tiatcnaUo paopla tofeel or appear as if they were present fe a locaSon that they ate not phystcaJy ki. bntnatsiva video consists of a muK Ie codec video system, uthare esch meeting attendee uses an Immersive video room to ‘dd In’ and can seeAaik to every other member on a screen (or screens) as If they were fat the santt room and provides cal conlrol that enables fcitelligenl video bandwSdlh manaQement.

5.3.0.8.1 Content Delivery Systems (COS) — A large dstrftiuted system of servers deployed In mullt|ja data centers conner sd hy the

tnterneL The purpose of the content delivery system Is to serve content to end-users whh high avallabitty end Mgh performance.CDSs servt} contmit over the Internet. Including wab oblscts ^ext, graphica, and setipis), downtoadablB obieds (media rdes, software, documents), ep^catlons (e^ommerce, po^ls), iva eiresming madfe, otvdMTiand streaming media, and social netwotits.

5JS.O.S.2 Physical Security— Technotogy uUHzod to restriclino physicalaccess ^unsulhcrlzed peopla to controlled facilffies.

Technologlos inchtdo;

a. Aettsss control systems

b. OetecSon/ldBntHicallon systems, such assurveDlance systems, cloesd dreuit teSavbkin cameras, or IP camofa networks and the assodaled monitoring systems.

c. Rsspoitstt systems such ss alert systems, desktop monitering systems, radio^ moUte phones, IP clones, rutd dig^l signage

d. BuHding and energy controls

5.3.1 SERVICES — For each Category above (6.21-6.30), the foJowIng sendees dtoufd be available for procurement as well at the time of product purdiaso cr anytimo aftetwards.

5.3.1.1 MalnlenaiKS Services — Capability to provide tedined Sdi ori, Itaidbie hsrdWstB covarssa, and smart proaedvo device diagnostics for hardware.

5.3.1.2 ProfssslonsI Strvicss

Deployment Ser^ces

Survey/ Design Services — Indudes, bul not imited to, dbcoveiy, design, andiRedure levieviifvaadatkm, and readirtess aatsssmeiit

bnpfententatiDn Services — FnctUdes, but not IlmAed to, basic Inslallatlon and configurallon or end-to-end hitsgration and deptoyment

Optimizsiian — includes, but not Itmltad to, assesslitg operabonal environment readness, idsnSiyvvsys to Inciease effidondcs throughout the network, and opBmIze Customer’s kifrastiucture, eppUcabone and service managemenL

Remote Management Services — Includes, but not Endled to, continuous monitodng, Incident martagement, problem management, change managemenl, and utIKzallon and peifermanco reporting that may be on a subscription basis.

Consultbig/Advaory Services — Includes, but not Imited to, anesilhg the avaflsbISIy, rslabllity, security and perftxmance of Customer's edsBng solulions.

10

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stile <rf Wah CenliMl mmstieri ARZ33

Oala CommunicBilans ArchSaclurBi Design Servicas — Davslopsng architectural strategies and roadmaps tor translcrnimg Cuetcmier's sidst&ng network arohtteclure and operelkxis management

Statement of Work <SOW) Services " Custcmer-speclflc tasks to be acccmptlshsd arKt/arservIcee to bo delivored based on Cirstomor's buslnoss and tnchnleal regutremonts.

fi.3.1,3 Partner Services ~ ProvWed by Cdtitractofte Authofeed PertiwtsIResellflra.

Subject to Contractor’s approval and (he cerWfcatlons held by Its Partnera/Resetlers, many PeitnarsIlRcadlafs can also offer anti provids soma or all oi the Sorvtk»s as feted aiiovs at competitive pricing, along with local ptesanco and support As the prbrre, Contractor la aSn uWrnBtely reeponabte fw- a» psrftinnBnca of ka Partiara/ Ruaoilon;. Customers can have the option to purchase the Services to be directly delivBtad by Contractor (OEM) or its cortllied PartnersIFtaseJIors.

54,1,4 Tralnirtg— Uamlna offerings for t l profaaslonate on nad/wdaig techooioafeo. Including but not limited to designing, imptemonting, operating, contigwlng, and IrouUeshor^g neterork systems pertaining to Hams provided underihe master agreamanl.

11

Page 64: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

STAT£ Of UTAH CONTRACT NUM8ER - AR233

A t^ m e n t C - Pridnt SoKcItatlofl Number JP14001

WSCA-NASPO Data Communkatlotu ftfP

Vendor Name: Cbco Systems; tnc.

RFP Product CatwoTlos;

SJ.1 DATA CENTER APPL(CATK)N SERVICES

Minimum Dtscount Percentsflai

DUcount %__35.00___

5,2.2 NETWORKING SOFTWARE D ll counts___ 3S.OO_

5,2 J NETWORK OPTIMIZATION AND ACCELERATION Dlaeount S _3S.OO_

5,2.4 OPTICAL NETWORKWQ

SJLSROUTatS

62.6 SECURITY

Discounts__35.M_

Discounts__ 35.80

Discounts__^35.M_

52.7 STORAGE NETWOWWO DUcount S __ 35,00___

5.2.8 SWITCHES DUcount % _35.08_

5.2.8 WIRELESS DUcount S _35.00_

5.3.0 UNIFIED COMMUNICATIONS (Uq DUcount S_35.00_

WARRANTY: 8m Sactton 50 of the WSCA'NASPOfCisco Mister Agreement.

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CAPITAL LEAse PINAHC1NC: Allow«d undtr «nd subjactfo Secdan 32 of tha WSCA-NASPQ Ma*1*rAgr«*in«l(t.

5 3 4 SERVICES

For RFP evaluation purposesj vendors must provide not to exceed postsale on site service and

consultftig rates that ere fully loaded (iisdu^e of travel, lodging, and meals) for each service category

t>elow. Remote access rates forooo-warraniv and consuliatlon services must beextressed as a separate

rtet hourly labor race.

DeflnWotr of Onsite: Customer premise.

Oeflnltlon of Remote: Vendor premise.

Malntenanca Services

Onsite Hourly Rate 5 NTE 600.00

Remote Hourly Rate $ MTEsasiW

Professional Sertrices • Deployment Services

OnsKe Hourly Rate $ WTE 743.17

Remote Hourly Bate S WTE661.U

Consuftlne/Adiriserv Services

Onsite Hourly Rate 5 MTE 743.17

Remote Hourly Rate $ MTE 66147

Arthltectuval OestenEervtces

Onsite Hourly Rata 5 MTE74347

Remote Hourfy Rate $ m fS L IZ .

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aatemgnt of Work Service

Ottsfte Hooriy Rate ftT6 743.17

Remote Hourly Rate $ NTC66t.l7.

Partner Servicei

Onsite Howiy Rate $ ftTEeoOJM

Remote Hourly Rate S |yTE5Z5.oo

T i^ n e Deployment Senrtee*

Onsite Hourly Rate $ WTE 600.00

Remote Hourly Rate $ wrES2S.0Q

In eddiiron to the above, C sco, Ihrough ^ipicaliie Authorized ReaeSens, le pteaaed to offer hosted aoivica offoringa fcr ceitebi bx^noiogy categories lisied above (at Cisco’e dacrsBon). Thaao hoatsd oRerings provide WSCA-NASPO customers with an aRemathra way to consume the technology to best meat their needs and provide fletdbto payment m od^. These models may be wall suKad for customers thel heva Itrnlled leduilcal sia/T for technofogy depfoymenl and ongoing adtniiusirab'on.

The hosted service orfarfngs era based on Cisco validated erchRedures and defivered Imxigh carefully vetted and approved Audi sed Reselters. Due to the unittue nquframents of each customer, Cisco and the approved Authorized Resellers conworft with iho customer to underaland their uniqua requiromonls and deptoy hosted otreifnQS to best meet their needs. AddRIoml conbactuat terms and condlions apedUc to (ha hosted solutions may be required.

Current Cisco Systems, llK. pricing sheets, approved by the Slate of Utah, can be found at the following web Ink:

im po r ta n t: The nrinknum dtscount percentage feted In this attachment is for general tnformatwnaf purposes only and may not apply to every Rne Rmn authorized under Ns contract. For spedito Rem {xidng, pleaee refer to the contact price ik wdAik provided In this document

Vendors are required to poet elate specific pricing on their hosted wsbsRe or through the WSCA-NASPO cMarkot cenfu as raquired by soScItallon JP14001, In addlbon fo the vendor prldng stieets approved and hosted by |he State of Ufoh's master contract summary sheet The Slate of Utdt vendor pricing sheets will serve as the approved base price and do not toduda any applicable slate spedtic admlnbtmlfve fees, state specific p ric ^ hosted on the vendorWebeHs or WSCA-NASPO eMaiketcenter may rallect authorized state admlnlstiatlvo fees. No other fees are authorized underfills contract. Prtdng audits may be conducted at any time by iba Slate of Utah, WSCA-NASPO, or 3m party audit provider to ensure accurate pricing.

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Per S(tf dtatlon JP14001, Iho fbBovsifng pricing/i»ecluct requfretnenls and inslmdions apply;

1.11 Prieing Structure

Pricing Slructure: Pricing Ibr the Slate of Ulah WSCA-NASPO hiasier Agntairwnls ahall ba based on the ParcaiH Oiacount off Uw currant global MSRP Scbsdule applEcsbte to LMIted SCalas cuatomefs.

1.12 Price Guarantee Period

Price Guarantee Poried: The Data C«nrmeilcatJon Provider's P!ecoM>t rate ehafl remnln bt etfunt lOMhe tann otlike WSCA-NASPO Master Price Aflreomant.

1.12 PdcȣsoalalIen

Equipment) Supphes and Servlcae; Data Cemiminlcallons provider may updele the pricing on (heir MSRP |»lce list one lime every year after Uie llral year at Bie original contract term. The WSCA-NASPO ConlradAr^lniatratorwIII review a documented requeat ibr a Price Stritedula price list adjustment only etlertbe Price Guaranteo Period.

1.14 Price Reductions

In liie everriota price daoaaso In any category of product at any rime durfitg ths cxulrad In a Pmvidat'a Piles Schedule, biduiflng lenowal opiions, the WSCA'NASPO Contract AdnUnlsIrator shall be norifted ItnmerSately. All Price e th ris pilca reductions ahalt be effeeUve upon ths norilicailon provided to the WSCA-NASPO Mastm'Agreement Admlrriabeior.

1.1s U a ^ Reporting Raquiromont

All Data GorarrainlcatSon Providef's wffl be requasd to provide quatfatly usage lepoits to the WSCA- NlASPO Contract Adminislralor or doaignoo. The InWalJon and aubmisaton of the quarteriy reporia are Ihe responsAill of die Data CommUnicellon Conlracl Provider. You are responsible to collect and report all sales data Indudlng your rasePere and paitn«a aeloa aeeociotad wllh your Master Agresmsni. There will ba no prompting at noSfJoalloin provided by the WSCA-NASPO Contmet Mminfetralor, The quartariy usage reports are doe aa Wkws;

Quartertll: July 1 through SeptamberSD, due aratually by November 30.Quarter ffZ: October 1 through Decennbar 31. due am«JaJy by Februay 28.Quarter iH3; deraiary 1 through Mardi 31, due annueSy by 31.Quarter#^: April 1 through June 30, due annually by Au^st 31.

1.20 W5CA Admlnialratlve pee

Tlw Conlraeiod Suj^Ier must pay a WSCA-NASPO adminfalrativo foe of oho quarter of one pareonl (.25%) in accordance with tiia terms and ccndlilons of rite ctmiract. The WSCA-NASPO adminfatrstve toe ahah be «ibnritted quarterly end le baaed on ihe aidual sales of alt prockicts and services It oonjuncdon with yi>ur quartotly roporUt. The WSCA-NASPO adnrihlstraUVe fee must be biduded whan daiomrinlr the pricing oftoned. The WSCAffASPO admlMstraliva toe Is not nsgoliabto and aiial m l be added as a separate tine Item on an Invoice.

Addltloncrily, some WSCA-NASPO parilcIpaBng entiUes may require that an admNstratIve toe be ptrid dlrecBy to the WSCA-NASPO parUclpaUng entity on purchases wade by purchasing «rildes within Itist State. For all sudh requests, ihe fee peioentage, payment metood and payment schedule for the parUdparing entity's adrr itolrstlvs toe v«gi be tocorporeted In toe PariicIpaSns Addendum. Deis Commuidcaflons Provider be held harmless, and may adjust (increase) toe WSCA-NASPO Master Agreement prictog by toe fee percentage for that partfe^itog an% accordingly tor purchases made by purchasing entllles within toe jurisdlcllon of the State. All such agreements nay not affect the

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WSCANASPO tea or Uw prices paid by lha puKhadng aitdOsa outside Bie Juriedkrilon of ihe pactldpaUng enHOes requesting die addidonal tee. The VISCA-tiASPO quarterly admlnlslrttlva tea vdH be submlHad along uddi lha quaitsrfy usage reports as set forth below;

Quarter#1: - July 1 throus Saptambar 30, due annualfy by Noyember3D,Quarterns; . . - October Iftrougft Decembor 31, due emuaOy by February 38.Quarter #3: - January I througb March 31, due annualfy by May 31.Quarter#4; Apr! 1 through June 30, <te« annually by August 31.

5.3.2 ADDINQ PRODUCTS

The ability to add newegu^mentend services Is for the conventencs and benefit of WSCA-NASPO, the F rttdpadng States, end all tie Authorized Purdtasers. The Intent of tils process Is to p ro n^ 'one-sbop shopping' and r»nvenlence for the customers end equaly Importertl, to maKa the ccntraot^xfole in fceepirtg up wth rapid tachnofoglcal advances. The o^on to add new product orsarvf(» categories and/Hams wU expedite the delivery end irnplstnenla^ of newtachnclogy solutions for the b ^ te of ihe Authorized Purcbaeere.

Aner Bib conlrads are awarded, addittonal IT product categories and/or Kerns may be added per the request of tie Contractor, a PariidpaUng State, an Authorized Purchaser or WSCA-NA^^. Additions may be ad hoc and temporary In nature or peimanenL AR additlonB to an awarded Contractor cr Manufacturer's ofTsrirtgs mint be products, servfoss, software, orsoludons that are cammarclally avatlabie at die fime they are added to the contract award and fall vrithin Sie orif nai scope and intont of the RFP (f.e., converged technologies, vahn adrfo to manufaeturer’s sufuilon offerings, Mo.),

S.3;2.1 New Product from Contractors— if Contracfor, a Pertlcipellng ^ te , an Auliortzed Purchaser or WSCA-NASPO Hsaif recpiest* to edd new product calegodes permanentfy, than aK awardeti Contractors (Manufacturers) wU be notified of the propoa^ change and vail have the opporturrity to work wM WSCAto detemilna appllcabVty, Iniroductfon. el& new products or services mustba reviewed and approved by the State of Utah WSCA-NASPO Contract Administrator.

S.3.2.2 Ad Noc Product Additlofit — A request for an ad hoc, lemporaiy addfilon of a product cstegoiy/item muetbe submftted to WSCA-t^SPO vis the governmental entity’s conlracting/purchaslng ofllcsr. Ad hoc, tampomiy requests will be handled on a caseribycase basis. The Slats of Utah WSCA- NASPO Conbact A^inlstratormustabo be notified and wW re^ewand approve Rie addflion before the purchase is finaRzad by the end user. The Slate of Utah WSCA-NASPO Contract Admintstrator has the final epproval on any Ad Hoc product additlone.

S.3Jt.3 Pricelist tfodates — As part of each Contractor's ongoing updates to its pricefists throughaetthe contract tenn, Contractor can add new SKUs to Its awarded product cateoorfas that may have been devefoped in-housc or obtained through mergers, ecquiritlons or joint ventures; provided, however, that such new SKUs teR within foe Coniractor's awarded product categories. Updated price lists w|l be tBviewad and approved by the State of Utah WSCA-NASPO Contract Adrrintsitetorbefora foe revised prfoa It l is considered valid.

Page 69: STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES …Jun 01, 2014  · Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed

Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET PROCUREMENT

P.O. BOX 30026, LANSING, MI 48909 OR

530 W. ALLEGAN, LANSING, MI 48933

NOTICE OF

CONTRACT NO. 071B4300136 between

THE STATE OF MICHIGAN

and

NAME & ADDRESS OF CONTRACTOR: PRIMARY CONTACT EMAIL

CDW Logistics, Inc. Tom Stein [email protected]

230 N. Milwaukee Avenue TELEPHONE CONTRACTOR #, MAIL CODE

Vernon Hills, IL  60061‐9740 (312) 705‐6229

STATE CONTACTS AGENCY NAME PHONE EMAIL

CONTRACT COMPLIANCE INSPECTOR: DTMB Jack Harris 517‐241‐9850 [email protected]

BUYER: DTMB Mike Breen 517‐284‐7002 [email protected]

CONTRACT SUMMARY:

DESCRIPTION: Cisco System Contract ‐ VARS

INITIAL TERM EFFECTIVE DATE INITIAL EXPIRATION DATE AVAILABLE OPTIONS

5 years June 1, 2014 May 31, 2019 None

PAYMENT TERMS F.O.B SHIPPED SHIPPED FROM

N/A N/A N/A N/A

ALTERNATE PAYMENT OPTIONS: AVAILABLE TO MiDEAL PARTICIPANTS

P-card Direct Voucher (DV) Other YES NO

MINIMUM DELIVERY REQUIREMENTS:

N/A

MISCELLANEOUS INFORMATION:

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $15,000,000.00